Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements. (b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 3 contracts
Samples: Merger Agreement (Aeroways, LLC), Merger Agreement (Cke Restaurants Inc), Merger Agreement (Cke Restaurants Inc)
Labor and Employment Matters. (a) Except as disclosed in Set forth on Section 3.12(a4.14(a) of the Company Seller’s Disclosure Schedule or, in is a complete and accurate list of any employees of the case of clauses Company and its Subsidiaries (vi) and (viithe “Employees”), and contractors and consultants who are individuals that provide services to the Company and its Subsidiaries as would not reasonably be expected to have a Material Adverse Effect: of the date hereof.
(ib) neither Neither the Company nor any of its Subsidiaries is a party or subject to any collective bargaining agreement agreement, union contract, letter, side letter or other agreement with a labor union or like organization; (ii) to the Knowledge of the CompanyContract involving any union, as of the date hereof, there are no activities or proceedings of any labor organization or other employee association. No union, labor organization or other employee association represents or purports to organize represent any employees of Employee, contractor or consultant employed or retained by the Company or any of its Subsidiaries Subsidiaries; there is not pending any effort or campaign to organize Employees into any union, labor organization or other employee association; and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of neither the Company or nor any of its Subsidiaries has any obligation to recognize or bargain with any union, labor organization or other employee association. There have not been, and there are represented by any labor union or works council; (iv) as of the date hereof, there is no not pending or, to the Knowledge of the CompanySeller, threatened strikethreatened, lockoutany labor disputes, slowdownstrikes, work stoppages, lockouts, requests for representation, pickets, or work stoppage ; (v) there is no unfair slowdowns that involve any union, labor practice charge against the Company organization or any of its Subsidiaries pending before the National Labor Relations Board other employee association or any comparable labor relations authority; (vi) there is no pending orEmployees, to the Knowledge of the Company, threatened grievance, charge, complaint, audit contractors who are individuals or investigation by or before any Governmental Authority with respect to any current or former employees consultants of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(bc) True and complete information Except as to the namecontemplated by this Agreement, current job title and compensation for each of the last three years of all current directors and executive officers of neither the Company and nor any of its Subsidiaries has been provided to Parent. As effectuated or is in the process of effectuating a “plant closing” (as defined in the date hereofWARN Act) or a “mass lay-off” (as defined in the WARN Act), to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination in either case affecting any site of employment or otherwise disclosed plans to terminate employment with facility of the Company or any of its Subsidiaries, except in compliance with the WARN Act.
(d) Since January 1, 2008, the Company Subsidiaryand each of its Subsidiaries has complied with and has not engaged in any action or failure to act giving rise to liability under any Law, Contract (including but not limited to any employment or services agreement), benefit plan or other legal requirement, restriction or entitlement relative to any employee, contractor, consultant, labor organization or other individual employed by or who provides services to the Company or its Subsidiaries, or their businesses.
(e) Notwithstanding anything elsewhere in this agreement to the contrary, the representations and warranties in this Section 4.14 are the sole and exclusive representations and warranties in this Agreement concerning labor and employment matters, subject to the last sentence of Section 4.6(e).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Vectren Corp), Stock Purchase Agreement (Vectren Corp), Stock Purchase Agreement (Hallador Energy Co)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) The Company is not a party to, nor bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, labor organization or works council; there are no labor agreements, collective bargaining agreements or any other labor-related agreements that pertain to any of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge employees of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries ; and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or organization with respect to their employment with the Company.
(b) No labor union, labor organization, works council; (iv) as , or group of employees of the date hereofCompany has made a pending demand for recognition or certification, and there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, in writing to be brought or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before filed with the National Labor Relations Board or any comparable other labor relations tribunal or authority; (vi) there is . The Company has no pending or, to the Knowledge knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority labor union organizing activities with respect to any current or former employees of the Company.
(c) The Company or any of its Subsidiaries; and (vii) the Company has complied is in compliance with all applicable Laws related to employment, respecting employment and employment practices, wagesincluding, hours and other without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment (including discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance other than failures to comply which do not have and are not reasonably expected to have, individually or in the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in forceaggregate, including notice, information and consultation requirementsa Company Material Adverse Effect.
(bd) True and complete information as The Company is not delinquent in any respect in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid, except where such delinquency would not, individually or in the nameaggregate, current job title and compensation for each of reasonably be expected to have a Company Material Adverse Effect.
(e) To the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge knowledge of the Company, no current executiveemployee of the Company is in any respect in violation of any term of any employment agreement, key nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation of any such employee or group relating (i) to the right of employees has given notice of termination of employment or otherwise disclosed plans any such employee to terminate employment with be employed by the Company or any (ii) to the knowledge or use of Trade Secrets or proprietary information, except for such violations as would not, individually or in the aggregate, reasonably be expected to have a Company SubsidiaryMaterial Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a3.19(a) of the Company Seller Disclosure Schedule orcontains a true, in the case of clauses (vi) correct and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, complete list as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees this Agreement of the Company names and current annual salary rates or any current hourly wages (as applicable), bonus opportunity, hire date, accrued vacation and paid-time-off, principal work location, employer and leave status of its Subsidiaries all Business Employees and no demand for recognition each such employee’s status as being exempt or nonexempt from the exclusive bargaining representative application of any state and federal wage and hour laws applicable to employees has been made by who do not occupy a managerial, administrative, or on behalf of any labor or like organization; professional position.
(iiib) no employees Each of the Company or any Sold Companies is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of its Subsidiaries employment, wages, hours of work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations, occupational safety and health and other labor and employment-related matters. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending complaints before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no other Governmental Entity, grievances, complaints, claims or judicial or administrative proceedings, in any case, which are pending or, to the Knowledge of the CompanySeller, threatened grievance, charge, complaint, audit or investigation by or before on behalf of any Business Employees, and the Sold Companies have not received any notice that any representation or petition respecting the Business Employees has been filed with the National Labor Relations Board or any other Governmental Authority Entity.
(c) Except as set forth on Section 3.19(c) of the Seller Disclosure Schedule, the Sold Companies have not experienced since August 26, 2011 (and to the Knowledge of Seller, between January 1, 2010 and August 26, 2011), and to the Knowledge of Seller, there are no pending or threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs or any actions or arbitrations that involve the labor or employment relations of the Sold Companies or the Business Employees. None of the Sold Companies is (i) a party to, and no Business Employee is covered by, any collective bargaining agreement or other Contract or understanding with a labor union or organization or (ii) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. The Sold Companies are not currently engaged in any current negotiation with any labor union or former employees of the Company organization, and no union, or other employee organization is currently representing or purporting to represent any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofBusiness Employees and, to the Knowledge of the CompanySeller, there are no current executive, key employee organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving Business Employees.
(d) Section 3.19(d) of the Seller Disclosure Schedule contains a list of all individual independent contractors, individual consultants, individual agents or individual agency employees engaged as of the date of this Agreement by the Sold Companies, along with the position, date of retention and rate of remuneration for each such Person.
(e) Except as set forth on Section 3.19(e) of the Seller Disclosure Schedule, none of the Sold Companies has given notice effectuated since August 26, 2011 (and to the Knowledge of termination of employment or otherwise disclosed Seller, between January 1, 2010 and August 26, 2011), nor does any Sold Company currently have plans to terminate effectuate (i) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a “mass layoff” (as defined in the WARN Act) or (iii) such other layoff, reduction in force or employment with the Company terminations sufficient in number to trigger application of any similar state or any Company Subsidiarylocal law which would be material.
Appears in 3 contracts
Samples: Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Company Material Adverse Effect: (i) neither , there is no material controversy pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries by any of their respective employees. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining bargaining, trade union or works council agreement or other agreement with a labor union contract applicable to persons employed by the Company or like organization; (ii) any of its Subsidiaries, and, to the Knowledge of the Company, as of the date hereof, there are no organizational campaigns, petitions or other unionization activities or proceedings seeking recognition of a collective bargaining unit relating to any labor organization to organize any employees employee of the Company or any of its Subsidiaries and no demand for recognition Subsidiaries. Except as would not, individually or in the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the aggregate, have a Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofMaterial Adverse Effect, there is no pending organized strike, slowdown, work stoppage or lockout, or similar activity or, to the Knowledge of the Company, threatened strikethreat thereof, lockoutby or with respect to any employee of the Company or any of its Subsidiaries.
(b) Except as would not have a Company Material Adverse Effect, slowdown(i) neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply in any respect with the provisions of any collective bargaining, trade union or work stoppage ; (v) works council agreement or other labor union contract, and there is are no unfair labor practice charge grievances outstanding against the Company or any of its Subsidiaries under any such agreement or contract; and (ii) there are no unfair labor practice complaints pending before against the National Labor Relations Board Company or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or its Subsidiaries before any Governmental Authority with respect to or any current or former union representation questions involving employees of the Company or any of its Subsidiaries; and (vii) . The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council, or any other employee representative body is not required for the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes enter into this Agreement or to consummate any of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsTransactions.
(bc) True and complete information Except as to would not, individually or in the nameaggregate, current job title and compensation for each of the last three years of all current directors and executive officers of have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are currently in compliance in all respects with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes, and (ii) there is no charge of discrimination in employment or employment practices, for any reason, including, age, gender, race, religion or other legally protected category, which has been provided to Parent. As of the date hereofasserted or is now pending or, to the Knowledge of the Company’s Knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with threatened against the Company or any of its Subsidiaries before any Governmental Authority in any jurisdiction in which the Company Subsidiaryor any of its Subsidiaries has employed or currently employs any Person.
Appears in 3 contracts
Samples: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Chiu Na Lai), Merger Agreement (Le Gaga Holdings LTD)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(aMenlo is not and during the past three (3) years has not been a party to, nor bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, trade union or other labor organization or works council; and there are no labor agreements, collective bargaining agreements or any other labor-related agreements that pertain to any of the Company Disclosure Schedule or, in the case employees of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as Menlo. As of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries Menlo are represented by any labor union or organization with respect to their employment with Menlo.
(b) No labor union, labor organization, works council; , or group of employees of Menlo has made a pending (iv) as of the date hereof, of this Agreement) demand for recognition or certification and there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyMenlo, threatened strike, lockout, slowdown, in writing to be brought or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before filed with the National Labor Relations Board or any comparable other labor relations tribunal or authority; . As of the date of this Agreement, Menlo and Menlo Merger Sub have no Knowledge of any labor union organizing activities with respect to any employees of Menlo.
(vic) During the past three (3) years, there is has been no pending actual or, to the Knowledge of the CompanyMenlo, threatened grievancematerial arbitrations, chargematerial grievances, complaintlabor disputes, audit strikes, lockouts, job action, picketing, question concerning representation, union organizing activity, slowdowns or investigation by or before any Governmental Authority with respect to any current or former employees of the Company work stoppages or any of its Subsidiaries; similar activity or dispute against or affecting Menlo.
(d) Menlo (or any predecessor entities, if applicable) is and during the past three (vii3) the Company years has complied been in compliance, in all material respects, with all applicable Laws related to employment, Contracts and laws respecting employment and employment practices, wagesincluding without limitation, hours and other all laws respecting terms and conditions of employment employment, pension, accrued vacation and contributions to all Foamix Benefit Plans, withholding (including the classification as related to tax, pension, severance payments and compensation social benefits), termination of employees for purposes employment, working during rest days, privacy, health and safety, wages and hours, overtime and overtime payment, pay slips, collective relations, notices to employees, independent contractors, worker classification, wage protection, enforcement of the Fair Labor Standards Act labor laws, foreign employees, child labor, immigration, discrimination, disability rights or benefits, equal opportunity, plant closures and cognate state laws) layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and other Laws in respect unemployment insurance, unfair labor practice of any reduction nature and obtaining the required license and permit for employment, except where such non-compliance would not, individually or in forcethe aggregate, including notice, information and consultation requirementsreasonably be expected to constitute a Menlo Material Adverse Effect.
(be) True and complete information as Menlo is not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid, except where such delinquency would not, individually or in the aggregate, reasonably be expected to constitute a Menlo Material Adverse Effect.
(f) To Menlo’s Knowledge, no employee of Menlo is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the name, current job title and compensation for each right of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided any such employee to Parent. As of the date hereof, be employed by Menlo or (ii) to the Knowledge or use of trade secrets or proprietary information, except for such violations as would not, individually or in the Companyaggregate, reasonably be expected to have a Menlo Material Adverse Effect.
(g) To the Knowledge of Menlo, in the last five (5) years, no current executive, key allegations of sexual harassment or other kinds of harassment (including workplace retaliation) have been made against an officer or employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryMenlo.
Appears in 3 contracts
Samples: Merger Agreement (Foamix Pharmaceuticals Ltd.), Merger Agreement (Menlo Therapeutics Inc.), Merger Agreement
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Each of the Company Disclosure Schedule and its Subsidiaries is, and at all times since January 1, 2015, has been in compliance with all applicable Laws respecting employment and employment practices, including the Immigration Reform and Control Act or similar Laws of any jurisdiction, the Worker Adjustment Retraining and Notification Act (“WARN”) or similar Laws of any jurisdiction, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, collective dismissals, plant closures, affirmative action, workers’ compensation, severance or other termination-related payments, worker classification, labor relations, wage and hour standards, occupational safety and health requirements or unemployment insurance, except where any such failure to be in compliance has not had and would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any labor or collective bargaining agreement, or any other contract with a trade union, labor union, works council, or other labor organization (other than any industry-wide or statutorily mandated agreement in a non-U.S. jurisdiction). There is no unfair labor practice charge pending or, to the Knowledge of the Company, overtly threatened which if determined adversely to the Company or its Subsidiaries has resulted in or would have a Material Adverse Effect. As of the case date hereof, (i) to the Knowledge of clauses the Company, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, works council or labor organization seeking recognition of a collective bargaining unit with respect to any of the employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such labor union, works council or labor organization (viother than any industry-wide or statutorily mandated agreement in a non-U.S. jurisdiction), (ii) there are no strikes, slowdowns, walkouts or work stoppages pending or, to the Knowledge of the Company, threatened, and (vii)iii) neither the Company nor any of its Subsidiaries has experienced any such strike, slowdown, walkout or work stoppage since January 1, 2015.
(b) Except as would not reasonably be expected to have a Material Adverse Effect: , (i) the Company and its Subsidiaries are in compliance with all applicable Laws relating to classification of individuals providing services for the Company or any of its Subsidiaries as an independent contractor, consultant, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee of the Company or a Subsidiary (each a “Contingent Worker”), (ii) no Contingent Worker is improperly excluded from any Company Plan and (iii) neither the Company nor any of its Subsidiaries is a party to employs or engages any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Companyvolunteer workers, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company unpaid interns or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsunpaid workers.
(bc) True and complete information as From January 1, 2015 to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key Person has claimed in writing that any employee or group individual independent contractor of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries: (i) is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed to the Company Subsidiaryor any of its Subsidiaries or utilized in connection with providing services to the Company or any of its Subsidiaries any trade secret or proprietary information or documentation of such Person; or (iii) has materially interfered in the employment relationship between such Person and any of its present or former employees, in each case where the consequences constitute a Material Adverse Effect.
(d) From January 1, 2015 through the date hereof, neither the Company nor any of its Subsidiaries has had any plant closings, mass layoffs or other terminations of employees that would reasonably be expected to create any material liabilities for the Company under WARN or similar Laws of any jurisdiction.
(e) From January 1, 2015 through the date hereof, except as would not individually or in the aggregate be expected to have a Material Adverse Effect, (i) no officer of the Company, member of the Company Board, or employee of the Company or any of its Subsidiaries at a level of Vice President or above (each, a “Covered Person”), has been the subject of any sexual harassment or other sexual misconduct allegations during and related to his or her tenure at the Company, and (ii) the Company has not entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any Covered Person.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (TESARO, Inc.), Merger Agreement (TESARO, Inc.)
Labor and Employment Matters. (a) Neither SJW nor any SJW Subsidiary is party to or bound by any collective bargaining agreement or other written Contract with any labor union or other similar organization (“Collective Bargaining Agreement”) with respect to any SJW Personnel. No SJW Personnel are represented by any labor union or other similar organization (“Labor Organization”) with respect to their employment with SJW. Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orfor matters that, individually or in the case of clauses (vi) aggregate, have not had and (vii), as would not reasonably be expected to have a SJW Material Adverse Effect: , (i) neither there is no pending or, to the Company nor any Knowledge of its Subsidiaries is a party SJW, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any collective bargaining agreement or other agreement with a labor union or like organization; SJW Personnel and (ii) to the Knowledge of the Company, as of the date hereofSJW, there are no activities or proceedings of any labor organization Labor Organization to organize any employees of the Company SJW or any of its Subsidiaries SJW Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsOrganization.
(b) True Except for instances of noncompliance that, individually or in the aggregate, have not had and complete information as would not reasonably be expected to have a SJW Material Adverse Effect, SJW and the SJW Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans.
(c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a SJW Material Adverse Effect, no SJW Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to SJW or any SJW Subsidiary or (ii) to a former employer of any such SJW Personnel relating (A) to the name, current job title and compensation for each right of any such SJW Personnel to be employed by SJW or any SJW Subsidiary or (B) to the last three years knowledge or use of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to trade secrets or proprietary information.
(d) To the Knowledge of SJW, in the Companylast five years, no current executiveallegations of sexual harassment have been made to SJW against any individual in his or her capacity as (i) an officer of SJW, key (ii) a member of the SJW Board or (iii) an employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company SJW or any Company SubsidiarySJW Subsidiary at a level of Vice President or above.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Connecticut Water Service Inc / Ct), Agreement and Plan of Merger (SJW Group), Merger Agreement (SJW Group)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to, or bound by, or has ever been a party to or bound by, any labor or collective bargaining agreement or other agreement with a labor union or like organization; (ii) Contract that pertains to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries. To the Company’s Knowledge, there are no organizing activities or collective bargaining arrangements that could affect the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by pending or on behalf of under discussion with any labor organization or like organization; (iii) no group of employees of the Company or any of its Subsidiaries. There is, and during the past two (2) years there has been, no labor dispute, strike, controversy, slowdown, work stoppage or lockout against or affecting the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries are represented by has engaged or is engaging in any unfair labor union practice. No unfair labor practice or works council; (iv) as of the date hereof, there labor charge or complaint is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against in writing with respect to the Company or any of its Subsidiaries pending before the National Labor Relations Board Board, the Equal Employment Opportunity Commission or any comparable labor relations authority; other Governmental Authority.
(vic) there is no pending or, The Company and each of its Subsidiaries have withheld and paid to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any appropriate Governmental Authority with respect or are holding for payment not yet due to any current or former such Governmental Authority all amounts required to be withheld from employees of the Company or any of its Subsidiaries; Subsidiaries and (vii) the Company has complied are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with all any applicable Laws related relating to employment, the employment practices, of labor. The Company and each of its Subsidiaries have paid in full to all their respective employees or adequately accrued in accordance with GAAP for all wages, hours salaries, commissions, bonuses, benefits, vacation, paid time off and other terms and conditions compensation due to or on behalf of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementssuch employees.
(bd) True and complete information Except as set forth in Schedule 3.11 to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofDisclosure Schedules, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries: (i) is in violation, in any material respect, of any term of any employment agreement, nondisclosure agreement, non-competition agreement or restrictive covenant to a former employer; (ii) intends to terminate his or her employment; or (iii) has received an offer to join a business that may be competitive with the business of the Company Subsidiaryand its Subsidiaries.
(e) There are no material written personnel manuals, handbooks, policies, rules or procedures applicable to any employee of the Company or its Subsidiaries, other than those set forth in Schedule 3.11(e) of the Disclosure Schedules, true and complete copies of which have heretofore been provided or made available to the Acquiror.
(f) 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. None of the Company nor any of its Subsidiaries has received within the past two (2) years any written notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Infospace Inc), Merger Agreement (H&r Block Inc)
Labor and Employment Matters. (a) Except The Company and each Company Subsidiary has materially complied with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes and continuation coverage with respect to group health plans. Since July 1, 2011, there has not been, and as disclosed in Section 3.12(a) of the date of this Agreement there is not pending or, to the Company’s Knowledge, threatened, any work stoppage or labor strike against the Company or any of the Company Disclosure Schedule or, in the case of clauses Subsidiaries by employees.
(vib) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor union organization, nor are there any negotiations or discussions currently pending or occurring between the Company, or any of the Company Subsidiaries, and any union or employee association regarding any collective bargaining agreement or any other agreement with a work rules or polices. There is no unfair labor union practice or like organization; (ii) labor arbitration proceeding pending or, to the Knowledge Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries relating to their business. To the Company, as of the date hereof’s Knowledge, there are no activities organizational efforts with respect to the formation of a collective bargaining unit presently being made or proceedings of any labor organization to organize any threatened involving employees of the Company or any of its the Company Subsidiaries.
(c) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries and no demand for recognition as the exclusive bargaining representative of in any employees has been made forum by or on behalf of any labor present or like organization; (iii) no employees former employee of the Company or any of its the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company of any of the Company Subsidiaries are represented by any labor union or works council; in connection with the employment relationship.
(ivd) Except as set forth in Section 3.14(d) of the Company Disclosure Schedule, as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against this Agreement the Company has paid in full to all employees, contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, contractors and consultants. The Company is not liable for any of its Subsidiaries pending before the National Labor Relations Board payment to any trust or any comparable labor relations authority; (vi) there is no pending or, other fund or to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority Entity with respect to any current unemployment compensation benefits, social security or former other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice).
(e) To the Company’s knowledge, all employees of the Company or any of its Subsidiaries; and (vii) are legally permitted to be employed by the Company has complied with all in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under applicable Laws related Law. All independent contractors providing services to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees Company have been properly classified as independent contractors for purposes of the Fair Labor Standards Act federal and cognate applicable state laws) tax Laws, Laws applicable to employee benefits and all other Laws in respect of any reduction in force, including notice, information and consultation requirementsapplicable Law.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 3 contracts
Samples: Merger Agreement (Banks.com, Inc.), Merger Agreement (Remark Media, Inc.), Merger Agreement (Remark Media, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining bargaining, trade union or works council agreement or other agreement with a labor union or like organization; (ii) contract applicable to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of persons employed by the Company or any of its Subsidiaries and Subsidiaries, and, to the Company’s Knowledge, there are no demand for organizational campaigns, petitions or other unionization activities seeking recognition as the exclusive of a collective bargaining representative of unit relating to any employees has been made by or on behalf of any labor or like organization; (iii) no employees employee of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there Subsidiaries. There is no pending organized strike, slowdown, work stoppage or lockout, or similar activity or, to the Knowledge of the Company, threatened strikethreat thereof, lockoutby or with respect to any employee of the Company or any of its Subsidiaries.
(b) Except as would not have a Company Material Adverse Effect, slowdown(i) neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply in any respect with the provisions of any collective bargaining, trade union or work stoppage ; (v) works council agreement or other labor union contract, and there is are no unfair labor practice charge grievances outstanding against the Company or any of its Subsidiaries under any such agreement or contract; and (ii) there are no unfair labor practice complaints pending before against the National Labor Relations Board Company or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or its Subsidiaries before any Governmental Authority with respect to or any current or former union representation questions involving employees of the Company or any of its Subsidiaries; and (vii) . The consent of, consultation of or the rendering of formal advice by any labor or trade union, works council, or any other employee representative body is not required for the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes enter into this Agreement or to consummate any of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsTransactions.
(bc) True and complete information Except as to the namewould not have a Company Material Adverse Effect, current job title and compensation for each of the last three years of all current directors and executive officers of (i) the Company and its Subsidiaries are currently in compliance in all respects with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes, and (ii) there is no charge of discrimination in employment or employment practices, for any reason, including, age, gender, race, religion or other legally protected category, which has been provided to Parent. As of the date hereofasserted or is now pending or, to the Knowledge of the Company’s Knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with threatened against the Company or any of its Subsidiaries before any Governmental Authority in any jurisdiction in which the Company Subsidiaryor any of its Subsidiaries has employed or currently employs any Person.
Appears in 2 contracts
Samples: Merger Agreement (China Hydroelectric Corp), Merger Agreement (NewQuest Asia Fund I, L.P.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(aset forth on Schedule 3.1(m) of the Company Disclosure Schedule or, or in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: Company SEC Documents:
(i) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other current labor agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereoforganization, and there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former union representation question involving employees of the Company or any of its Subsidiaries; and (vii) , nor does the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions or any of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect its Subsidiaries know of any reduction in force, including notice, information and consultation requirementsactivity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(bii) True and complete information as As of the Prior Execution Date, there is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure pending, or, to the name, current job title and compensation for each knowledge of the last three years Company or any of all current directors and executive officers its Subsidiaries, threatened against the Company or any of its Subsidiaries.
(iii) As of the Prior Execution Date, there is no complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship pending, or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company or any of its Subsidiaries.
(iv) There is no strike, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company or any of its Subsidiaries, threatened, against or involving the Company or any of its Subsidiaries.
(v) Employees of the Company and its Subsidiaries has been provided are lawfully authorized to Parent. work in the United States according to federal immigration laws, except for such lack of authorization that does not have, and could not reasonably be expected to have, a Material Adverse Effect on the Company.
(vi) The Company and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that does not have, and could not reasonably be expected to have, a Material Adverse Effect on the Company.
(vii) As of the date hereofPrior Execution Date, there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries, threatened, with respect to which any current or former director, officer, employee or agent of the Company Subsidiaryor any of its Subsidiaries is or may be entitled to claim indemnification from the Company or any of its Subsidiaries pursuant to the Company Charter or Company Bylaws or any provision of the comparable charter or organizational documents of any of the Company's Subsidiaries, as provided in any indemnification agreement to which the Company or any Subsidiary of the Company is a party or pursuant to applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walden Residential Properties Inc), Agreement and Plan of Merger (Walden Residential Properties Inc)
Labor and Employment Matters. (a) Except as disclosed in The Transferred Business is not a party to, or bound by, and no Business Employee is subject to, any (i) collective bargaining agreement (including any amendments or side letters), other than those set forth on Section 3.12(a3.14(a) of the Company Transferor Disclosure Schedule orSchedules, in or (ii) other Contract with a labor union, labor organization, works council or trade association, nor is any such Contract presently being negotiated. Transferor represents that it has provided Parent true and complete copies of the case collective bargaining agreements listed on Section 3.14(a) of clauses (vithe Transferor Disclosure Schedules. Except as set forth on Section 3.14(a) and (vii)of the Transferor Disclosure Schedules, as would not reasonably be expected to have a Material Adverse Effect: (i) neither no Business Employee is represented by any labor union, labor organization, works council, or trade association with respect to his or her employment with Transferor or the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; Purchased Entity and (ii) no labor union, labor organization, works council, trade association, or group of Business Employees 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 threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority.
(b) Except as set forth in Section 3.14(b) of the Transferor Disclosure Schedules, neither Transferor nor the Purchased Entity is, or during the prior two year period has been, the subject of any Action asserting that such Person has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor, to the Knowledge of Transferor, is any such Action threatened.
(c) With respect to the CompanyBusiness Employees, as Transferor and the Purchased Entity are in compliance, in all material respects, with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”)and all similar Laws and all other notification and bargaining obligations arising under any collective bargaining agreement, Law or otherwise.
(d) No strike, work stoppage, lockout or other material labor dispute involving any Business Employee has occurred during the date hereofprior two year period, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of Transferor, threatened.
(e) To the CompanyKnowledge of Transferor, threatened strikethere have been no petitions or campaigns being conducted to solicit cards initiated by any labor union, lockoutlabor organization, slowdownworks council or trade association to represent any Business Employees not currently represented by a labor union, labor organization, works council, trade association, or work stoppage ; (v) there is no unfair labor practice charge against employee representative within the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending orpast three years, nor, to the Knowledge of the CompanyTransferor, threatened grievanceare there any campaigns being conducted to solicit cards from employees to authorize representation by any labor union, chargelabor organization, complaint, audit works council or investigation by or before any Governmental Authority with trade association.
(f) With respect to any current or former employees the Business Employees, each of Transferor and the Company or any of its Subsidiaries; and (vii) the Company has complied Purchased Entity is in material compliance with all applicable Laws related and Contracts relating to employment, employment practices, wages, hours and other terms and conditions of employment, and the employment of former, current and prospective employees and engagement of independent contractors and “leased employees” (including within the classification and compensation meaning of employees for purposes Section 414(n) of the Fair Labor Standards Act Code), including all such Laws and cognate state laws) Contracts relating to wages; hours; overtime classification; overtime payment; meal and rest breaks; labor relations; collective bargaining; discrimination or harassment in employment; terms and conditions of employment; termination of employment; immigration and employment eligibility verification; disability; civil rights; human rights; fair labor standards; occupational safety and health; workers’ compensation; employee whistle-blowing; employee privacy; background checks and other Laws in respect consumer reports regarding employees and applicants; affirmative action and other employment-related obligations on federal contractors and subcontractors and suppliers; classification of employees, consultants and independent contractors; unemployment insurance; the collection and payment of withholding and/or social security taxes and any reduction in force, including notice, information similar tax; pay equity; and consultation requirementswrongful discharge.
(bg) True and complete information as Neither Transferor nor the Purchased Entity is in material breach of any collective bargaining agreement that applies to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofany Business Employee nor, to the Knowledge of Transferor, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.
(h) To the CompanyKnowledge of Transferor, no current executiveBusiness Employee that is an executive officer or Key Business Employee has expressed to Transferor any present intention to terminate his/her employment with Transferor (other than, key employee or group for the avoidance of doubt, those employees has given notice of termination of employment or otherwise disclosed plans to who shall terminate employment with Transferor in connection with the Company Transactions), nor does Transferor have a present intention to terminate the employment of any Business Employee that is an executive officer or Key Business Employee.
(i) Attached as Section 3.14(i) of the Transferor Disclosure Schedules (the “Business Employee List”) is a true, correct and complete listing, as of the date specified therein, of the annual base salary or hourly wage, position or function, and location of the persons who are Business Employees (without identifying them by name). Except as set forth in Section 3.14(i) of the Transferor Disclosure Schedules and subject to the provisions of any applicable collective bargaining agreement or the requirements of applicable Law, each Business Employee is terminable at will and no non-bargaining unit Business Employee is party to an employment agreement or other contract or arrangement restricting the right of the Transferor or the Purchased Entity to terminate the employment of such employee or require the payment of severance pay or benefits (other than benefits otherwise required to be provided by Law) upon termination of such employee’s employment.
(j) Except as set forth in Section 3.14(j) of the Transferor Disclosure Schedules, there are no, and in the past four years there have been no, pending, or to the Knowledge of Transferor, threatened investigations or audits by any Governmental Authority relating to the employment practices of the Transferor or Purchased Entity, including investigations or audits relating to discrimination or harassment in employment; affirmative action or equal employment opportunity compliance; terms and conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; background checks and other consumer reports regarding employees and applicants; or classification of employees, consultants and independent contractors.
(k) Except as set forth in Schedule 3.14(k) of the Transferor Disclosure Schedules, neither the Transferor nor the Purchased Entity is subject to any ongoing Conciliation Agreement or related obligations or any Company Subsidiaryongoing Compliance Review with the Office of Federal Contract Compliance Programs “OFCCP” or has any ongoing violations of Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, or their related regulations.
Appears in 2 contracts
Samples: Transaction Agreement (International Paper Co /New/), Transaction Agreement (Graphic Packaging Holding Co)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) There are no claims pending or, to the knowledge of the Company, threatened between the Company Disclosure Schedule oror any Subsidiary and any of their respective employees, which claims, individually or in the case aggregate, would prevent or materially delay consummation of clauses (vi) and (vii), as the Offer or the Merger or would not reasonably be expected to have a Material Adverse Effect: (i) neither . Neither the Company nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement, work council agreement, work force agreement or other agreement with a labor union contract applicable to persons employed by the Company or like organization; (ii) any Subsidiary, nor, to the Knowledge knowledge of the Company, as of the date hereof, are there are no any activities or proceedings of any labor organization union to organize any such employees. There are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board, any other court or tribunal or any current union representation questions involving employees of the Company or any Subsidiary and there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Subsidiary.
(b) The Company and the Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment and employment practices, including those related to wages, hours, collective bargaining and the payment and withholding of its Subsidiaries taxes and no demand other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or are holding for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and are not liable for any arrears of its Subsidiaries are represented by wages, taxes, penalties or other sums for failure to comply with any labor union or works council; (iv) as of the date hereofforegoing. The Company and the Subsidiaries have paid in full to all employees or adequately accrued in accordance with GAAP, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge of the Company, or threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current persons currently or former formerly employed by the Company or any Subsidiary. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. There is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. Except for item 3 set forth in Section 4.09 of the Disclosure Schedule, there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary have employed or employ any person.
(c) Except as set forth in Section 4.11(c) of the Disclosure Schedule, (i) all subsisting contracts of employment to which the Company or any Subsidiary is a party are terminable by the Company or any Subsidiary on three months' notice or less without compensation (other than in accordance with applicable legislation); (ii) there are no customs, established practices or discretionary arrangements of the Company or any Subsidiary in relation to the termination of employment of any of its Subsidiariesemployees (whether voluntary or involuntary); and (viiiii) neither the Company nor any Subsidiary has complied with all applicable Laws related any outstanding liability to employment, pay compensation for loss of office or employment practices, wages, hours and other terms and conditions to any present or former employee or to make any payment for breach of employment (including the classification and compensation of employees for purposes any agreement listed in Section 4.10(a) of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsDisclosure Schedule.
(bd) True All officers, management employees, and complete information as to the name, current job title technical and compensation for each of the last three years of all current directors and executive officers professional employees of the Company and its the Subsidiaries have entered into the standard form confidentiality agreement of the Company (the "Standard Form Confidentiality Agreement") which has been provided delivered to Parent. As Parent and provides, among other matters, that they maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company and the Subsidiaries all inventions made by them within the scope of their employment during such employment and for a reasonable period thereafter.
(e) Section 4.11(e) of the Disclosure Schedule lists the name, the place of employment, the current annual salary rates (including descriptions of any raises in the preceding three months), bonuses, deferred or contingent compensation (in cash or otherwise) in the current fiscal year and the date hereofof employment of each current salaried employee, to the Knowledge officer, director, consultant or agent of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company and each Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Thomson Corp), Merger Agreement (Thomson Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Schedule 5.13 sets forth a complete and correct list of the Company Disclosure Schedule oreach employment agreement, in the case of clauses (vi) and (vii)severance agreement, as would deferred compensation agreement or similar arrangements to which Seller is a party or by which it is obligated. Seller has not reasonably be expected agreed to have a Material Adverse Effect: (i) neither the Company nor pay any of its Subsidiaries employees any bonus consideration based on the successful closing of the transactions contemplated under this Agreement. Except as set forth on Schedule 5.13, Seller is not a party to any collective bargaining agreement or other agreement similar arrangement with a labor organization, union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or work council representing any of its Subsidiaries employees. Seller is and no demand for recognition as the exclusive bargaining representative of any employees has been made by in full compliance with the terms of all agreements listed on Schedule 5.13. Except as set forth on Schedule 5.13, since January 1, 2013 there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or on behalf of any other similar labor activity or like organization; (iii) dispute affecting the Seller or the Business. There are no employees of the Company material controversies, claims or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofgrievances pending, there is no pending or, to the Knowledge of the CompanySeller, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or between Seller and any of its Subsidiaries pending before the National Labor Relations Board employees. Seller is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or any comparable labor relations authority; (vi) benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. Except as set forth on Schedule 5.13, there is are no pending orclaims against Seller pending, or to the Knowledge of the CompanySeller’s Knowledge, threatened grievanceto be brought or filed, charge, complaint, audit or investigation by or before with any Governmental Authority Body or arbitrator in connection with respect to the employment of any current or former employees applicant, employee, consultant, volunteer, intern or independent contractor of the Company Seller, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any of its Subsidiaries; and (vii) the Company other employment related matter arising under applicable Laws. Seller has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of not taken any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as action prior to the name, current job title and compensation for each of date hereof that would trigger the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided WARN Act with respect to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiarySeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Synalloy Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a3.11(a) of the Company Disclosure Schedule orLetter sets forth a list of all local collective bargaining agreements, in the case of clauses (vi) and (vii)excluding any national, as would not reasonably be expected industry or sector-level collective bargaining agreements, to have a Material Adverse Effect: (i) neither which the Company nor or any of its Subsidiaries is a party party. No strike, material work slowdown, work stoppage, or unfair labor practice against the Company or any of its Subsidiaries is pending, or to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge knowledge of the Company, as threatened. To the knowledge of the date hereofCompany, there are no activities or proceedings of any labor organization union to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of are pending or threatened. No labor union or works council currently represents any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by in connection with their employment with the Company or any labor union or works council; of its Subsidiaries.
(ivb) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and each of its Subsidiaries is in compliance with all applicable Laws respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to all employees, independent contractors, and other service providers of the Company and its Subsidiaries.
(c) As of the date hereofof this Agreement, except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) there is are no charges, complaints, audits or investigations pending or scheduled by any Governmental Entity pertaining to the employment practices or actions of the Company or any of its Subsidiaries or, to the Knowledge of the Company’s knowledge, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; and (viii) there is no pending or, to the Knowledge of the Company’s knowledge, threatened grievance, charge, complaint, audit no complaints or investigation by charges relating to employment practices or before any Governmental Authority with respect to any current or former employees actions of the Company or any of its Subsidiaries; and (vii) Subsidiaries have been made since January 1, 2018 to any Governmental Entity or submitted to the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions or any of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsits Subsidiaries.
(bd) True and complete information as to To the name, current job title and compensation for each knowledge of the last three years Company, neither the Company nor any of all current directors and executive officers its Subsidiaries is party to a settlement agreement with any employee of the Company and or any of its Subsidiaries has been provided to Parent. As that involves material allegations of sexual harassment by any employee of the date hereof, to Company or any of its Subsidiaries at the Knowledge level of Senior Vice President or above. To the knowledge of the Company, no current executive, key material allegations of sexual harassment are pending against any employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiaryof its Subsidiaries at the level of Senior Vice President or above in his or her capacity as such.
Appears in 2 contracts
Samples: Merger Agreement (Coherent Inc), Merger Agreement (Lumentum Holdings Inc.)
Labor and Employment Matters. (ai) Except as disclosed set forth in Section 3.12(a) Schedule 3(j)(i), none of the Company Disclosure Schedule orSeller Entities, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement contract any labor or collective bargaining contract concerning early retirement benefits or early retirement schemes, any obliged participation in a compulsory (industry-wide) pension fund, that pertains to any Business Employees, and there are no strikes, picketing, work stoppages or other agreement with a labor union or like organization; (ii) disputes involving the Business Employees which are pending or, to the Knowledge of Seller, threatened. To the Company, as Knowledge of the date hereofSeller, there are no organizing activities or proceedings of collective bargaining arrangements that could affect the Business pending or under discussion with any labor organization or Business Employees. There is no proceeding pending or, to organize the Knowledge of Seller, threatened against any employees Seller Entity involving any Business Employees relating to the alleged violation of any applicable Law pertaining to labor relations, including any unfair labor practice charge or complaint filed with or issued by the Company National Labor Relations Board or any comparable Governmental Authority, including the United States Department of its Subsidiaries and no demand for recognition Labor. Except as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofset forth in Schedule 3(j)(i), there is no pending charge of discrimination filed, or to the Knowledge of Seller, threatened, against Seller involving any Business Employee with the Equal Opportunity Commission or similar Governmental Authority with respect to claims of discrimination or of any wage and hour violations, including claims of miscalculations for purposes of overtime or minimum wage.
(ii) With respect to the Business, no Seller Entity (A) is in any material violation of any applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours (including, but not limited to, the Worker Adjustment Retraining Notification Act, the Americans with Disability Act of 1990 and the Family and Medical Leave Act of 1993 (“FMLA”)), in each case, with respect to current and former officers, employees, and independent contractors, (B) has failed to withhold all amounts required by law or agreement to be withheld from the wages, salaries and other payments to such officers, Business Employees, or independent contractors of the Business, (C) is liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing, and (D) is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for current and former officers, employees or independent contractors of the Business.
(iii) Except as is for the benefit of the Seller or its Affiliates, to the Knowledge of Seller, no Business Employee is bound by any contract or agreement that purports to limit in any material respect the ability of such Business Employee to engage in or continue or perform any conduct, activity, duties or practice relating to the Business. In the event that a Business Employee is bound by a non-compete provision in an agreement with Seller of any of its Affiliates, Seller agrees to waive such non-compete provision to allow a Business Employee to work for Buyer.
(iv) Since December 31, 2003, with respect to the Business, no citation has been issued by the Occupational Safety and Health Administration against any Seller Entity and no claim or proceeding is pending or, to the Knowledge of the CompanySeller, threatened strike, lockout, slowdownagainst any Seller Entity under the Occupational Health and Safety Act, or work stoppage ; any other applicable Law relating to occupational safety and health.
(v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (viSchedule 3(j)(v) there is no pending or, to the Knowledge contains a complete and accurate list of the Companyfollowing information for each Business Employee, threatened grievance, charge, complaint, audit separated by Seller Entity: job title; location; date of hiring or investigation by engagement; current compensation paid or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiariespayable; sick and vacation leave that is accrued but unused; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsstatus as full time or part time.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Flowserve Corp), Asset Purchase Agreement (Xanser Corp)
Labor and Employment Matters. (a) Except The Company and each Company Subsidiary are in material compliance with all Applicable Law respecting employment and employment practices, terms and conditions of employment, occupational safety and health and workers’ compensation, employee classification and wages and hours, including, to the extent applicable, Title VII of the Civil Rights Act of 1964, as disclosed amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Section 3.12(aEmployment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and state anti-discrimination laws. As of the date of this Agreement, (i) there are no material charges, complaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices of the Company Disclosure Schedule or, to the Company’s Knowledge, otherwise threatened in the case of clauses (vi) writing against it, and (vii)ii) no written complaints relating to employment practices of the Company have been made to any Governmental Authority or submitted to the Company. To the Company’s Knowledge, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its the Company Subsidiaries is a party has any direct or indirect material liability with respect to any collective bargaining misclassification of any person as an independent contractor rather than as an “employee,” or with respect to any Company Employee leased from another employer.
(b) The Company and each of the Company Subsidiaries, with respect to each Company Employee: (i) has withheld and reported all amounts required by Applicable Law or by agreement or to be withheld and reported with respect to wages, salaries and other agreement with a labor union or like organization; payments to such employees, consultants, independent contracts and directors, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to the Knowledge comply with any of the Companyforegoing, as of the date hereof, there are no activities and (iii) is not liable for any payment to any trust or proceedings of any labor organization to organize any employees of the Company other fund governed by or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for such employees, consultants, independent contracts and directors (other than routine payments to be made in the normal course of business and consistent with past practice).
(c) Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union, organization, group or like organization; (iii) no employees association, works council or other employee representative body. The Company and each of the Company Subsidiaries is in compliance in all material respects with the terms of the collective bargaining agreements and Applicable Law with respect thereto. To the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to any charge, demand, petition or any of its Subsidiaries are represented by representation proceeding seeking to compel, require or demand it to bargain with any labor union union, organization, group or association, works council; (iv) as of the date hereof, there council or other employee representative body. There is no pending or, to the Knowledge of the Company’s Knowledge, threatened in writing, labor strike, lockout, slowdown, slowdown or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with involving the Company or any Company Subsidiary or their employees, nor have there been any such labor strikes, lockouts, slowdowns or work stoppages in the last five (5) years. Where required, the Company or a Company Subsidiary has informed and consulted the Company Subsidiary’s works council or a similar body in connection with the signing of this Agreement and the transactions contemplated hereunder, and has obtained, where applicable, an opinion from such works council or a similar body.
Appears in 2 contracts
Samples: Merger Agreement (Open Text Corp), Merger Agreement (Actuate Corp)
Labor and Employment Matters. Except as set forth on Schedule 3.11:
(a) Except as disclosed in Section 3.12(a) None of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Acquired Companies is a party to any collective bargaining agreement or other current labor agreement with a any labor union or like organization; (ii) , and, to the Knowledge Company's Knowledge, there is no question involving current union representation of employees of the CompanyAcquired Companies, as nor do the Acquired Companies know of the date hereof, there are no activities any activity or proceedings proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any employees such employees.
(b) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure pending, or, to the Company's Knowledge, threatened in writing against the Acquired Companies.
(c) To the Company's Knowledge, except for routine litigation arising in the ordinary course of business of any of the Company Acquired Companies or the Affiliated Property Owners, or that is adequately covered by insurance (or as set forth on Schedule 3.7), there is no complaint, lawsuit or proceeding in any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made forum by or on behalf of any labor present or like organization; (iii) no employees former employee of any of the Company Acquired Companies, any applicant for employment with any of the Acquired Companies or any classes of its Subsidiaries are represented the foregoing, alleging breach of any express or implied contract of employment, any Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct by any labor union of the Acquired Companies in connection with the employment relationship pending or works council; threatened in writing against the Acquired Companies.
(ivd) There is no strike, slowdown, work stoppage or lockout pending, or, to the Company's Knowledge, threatened against or involving the Acquired Companies.
(e) To the Company's Knowledge, the Acquired Companies Employees (as hereinafter defined) are lawfully authorized to work in the United States according to federal immigration Laws.
(f) Each of the Acquired Companies is in compliance in all material respects with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages, hours of work, worker's compensation, non-discrimination, immigration and occupational safety and health.
(g) As of the date hereofof this Agreement, there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge of the Company's Knowledge, threatened strikein writing, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to which any current or former employees partner, officer, employee or agent of any of the Company or Acquired Companies is claiming indemnification from any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsAcquired Companies.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Master Agreement (Macerich Co), Merger Agreement (Macerich Co)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is or was a party to to, bound by or subject to, or is currently negotiating, any collective bargaining agreement or other agreement understanding with a labor union or like organization; . None of the employees of the Company or any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or any Subsidiary. There is no (i) material unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding, (ii) to the Knowledge of the Company, as of the date hereof, there are no activities activity or proceedings of any proceeding by a labor organization union or representative thereof to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by Subsidiaries, or on behalf of any labor or like organization; (iii) no employees lockouts, strikes, slowdowns, picketings, negotiated industrial actions, work stoppages or threats thereof by or with respect to such employees, in each case, pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries Subsidiaries, and during the last three (3) years there has not been any such action. There are represented by no unfair labor practice charges pending before the National Labor Relations Board or any labor union other Governmental Authority, any grievances, complaints, claims or works council; (iv) as of the date hereofjudicial or administrative proceedings, there is no in each case, which are pending or, to the Knowledge of the Company, threatened strikeby or on behalf of any employees.
(b) Since January 1, lockout2009, slowdown, or work stoppage ; (vi) there is has been no unfair labor practice charge against “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) in respect of the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; and (viii) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of neither the Company or nor any of its Subsidiaries; and Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Applicable Law.
(viic) the The Company has complied is in compliance in all material respects with all applicable Applicable Laws related to respecting employment, employment practicesdiscrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and of employees as exempt or non-exempt, in each case, under the Fair Labor Standards Act of 1938, as amended, and any similar Applicable Law), wages, hours and other terms occupational safety and conditions of health and employment (practices, including the classification Immigration Reform and compensation of employees for purposes of the Fair Labor Standards Act Control Act, and cognate state laws) and other Laws is not engaged in respect of any reduction in force, including notice, information and consultation requirementsunfair labor practice.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Rightnow Technologies Inc), Merger Agreement (Rightnow Technologies Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is Company Subsidiary is, or has been in the past five (5) years, a party to to, or bound by, any collective bargaining agreement agreement, contract or other agreement or understanding with a labor union or like labor organization; (ii) to the Knowledge of , nor are there any formal or informal negotiations or discussions currently pending or occurring between the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company Subsidiaries, and any union, labor organization or employee association regarding any collective bargaining agreement, representation of employees, or any of its Subsidiaries and no demand for recognition as other work rules or polices. During the exclusive bargaining representative of any employees past five (5) years, there has been made by no unfair labor practice or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no arbitration proceeding pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its the Company Subsidiaries pending before and neither the National Labor Relations Board Company nor any Company Subsidiary has experienced any strike, work stoppage, lockout, shutdown, picketing, refusal to cross picket lines, handbilling, dispute or other concerted interference with normal operations. To the Knowledge of the Company, there are no organizational efforts with respect to union representation or the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any comparable labor relations authority; of the Company Subsidiaries nor have there been any such organizational efforts over the past five (vi5) there is years.
(b) There are no material proceedings pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit against the Company or investigation any of the Company Subsidiaries in any forum by or before on behalf of any Governmental Authority with respect to any current present or former employees employee of the Company or any of its Subsidiaries; and (vii) the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company of any of the Company Subsidiaries in connection with any employment relationship.
(c) For the past three (3) years, each individual who renders service to the Company or any Company Subsidiary who is classified by the Company or such Company Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Company Employee Benefit Plans) has complied been properly so classified and treated in accordance with applicable Laws and for purposes of all Company Employee Benefit Plans and perquisites in all material respects. For the past three (3) years, each employee of the Company or any Company Subsidiary has been classified properly as exempt or non-exempt under applicable Law relating to regular wages and overtime compensation, except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company.
(d) For the past three (3) years, the Company and the Company Subsidiaries have been in material compliance with all applicable Laws related and all applicable contracts and policies relating to employmentlabor and labor practices, employment and employment practices, occupational health and safety and occupational health and safety practices, workers compensation, work authorization, immigration, privacy, wages, hours hours, discrimination, harassment, pay equity, whitstleblowing, unemployment insurance, family and other medical leave, vacation, sick time and terms and conditions of employment (employment, including the classification and compensation of employees for purposes obligations of the Fair Labor Standards WARN Act, and all other notification and bargaining obligations arising under any collective bargaining agreement, by applicable Law or otherwise. Neither the Company nor any Company Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act and cognate state laws(or any similar group personnel action requiring advance notice under the WARN Act) and other Laws in respect affecting any site of employment or one or more facilities or operating units within any reduction in force, including notice, information and consultation requirementssite of employment or facility of the Company or any Company Subsidiary.
(be) True and complete information as to the nameNo former or current employee or current or former officer, current job title and compensation for each of the last three years of all current directors and executive officers director or employee of the Company and its Subsidiaries has been provided to Parent. As of the date hereofor any Company Subsidiary is a party to, otherwise bound by, or, to the Knowledge of the Company, in violation in any material respect of, any agreement or arrangement, including any confidentiality, non-competition, non-solicitation or proprietary rights agreement, between such employee, officer or director and any other Person that in any way adversely affected, affects or may affect (i) the performance of his or her duties as an employee, officer or director of the Company or any Company Subsidiary, or (ii) the ability of the Company, the Company Subsidiaries, or Parent to conduct the business.
(f) Within the last three (3) years, to the Knowledge of the Company, there have been no current executive, key employee allegations of sexual harassment made against any officer or group director of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
(g) Within the last three (3) years, no Person has claimed that the Company or any of the Company Subsidiaries is the joint employer, single employer, or statutory employer of any of the workers employed or engaged by any entity or individual operating business on property owned by the Company or any of the Company Subsidiaries.
(h) Except as set forth on Section 3.15(h) of the Company Disclosure Letter, (i) the terms of employment or engagement of all officers, employees, agents and independent contractors of the Company or the Company Subsidiaries are such that their employment or engagement may be terminated at will with notice given at any time and without liability for payment of compensation, severance or damages; (ii) as of the date hereof, the Company and the Company Subsidiaries, as applicable, have paid in full to each employee all wages, salaries, commissions, bonuses and other compensation due to such Person and (iii) there are no other agreements, contracts or commitments, oral or written, between the Company or any Company Subsidiary and any such Person that provide for employment or engagement for a specific duration.
Appears in 2 contracts
Samples: Merger Agreement (OHI Healthcare Properties Limited Partnership), Merger Agreement (MedEquities Realty Trust, Inc.)
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(a4.11(a) of the Company Disclosure Schedule orSchedule, in no employee of the case Company or any Company Subsidiary is, to the knowledge of clauses (vi) the Company, represented by a Union and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Company Subsidiary is a party to any to, subject to, or bound by a collective bargaining agreement, collective agreement or any other contract or agreement with a labor union Union, nor is there any duty on the part of the Company or like organization; any Company Subsidiary to bargain or consult with, or provide notice to, any Union which is representing any employee of the Company or any Company Subsidiary, in connection with the execution of this Agreement or the Transactions. There are and, for the prior three (ii3) years were, to the Knowledge knowledge of the Company, as of the date hereofno strikes lockouts, there are no activities work stoppages, slowdowns, threatened unfair labor practice charges, material grievances, material labor arbitrations, picketing, hand billing or proceedings of any other material labor organization dispute with respect to organize any employees of the Company or any Company Subsidiaries. There are and, for the prior three (3) years have been, no union certification or representation petitions or demands with respect to the Company or any Company Subsidiaries or any of its Subsidiaries their employees and, to the knowledge of the Company, no union organizing campaign or similar effort is pending or threatened with respect to the Company, any Company Subsidiaries, or any of their employees.
(b) Neither the Company nor any Company Subsidiary is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing, except for any such non-compliance that would not reasonably be expected to be material to the Company and no demand for recognition the Company Subsidiaries, taken as a whole. Each employee of the exclusive bargaining representative of Company and each Company Subsidiary and other individual who has provided services with respect to the Company or any employees Company Subsidiary has been made paid (and as of the Closing will have been paid) all wages, bonuses, compensation and other sums owed and due to such individual as of such date in all material respects.
(c) Each of the Company and the Company Subsidiaries: (i) has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “non-exempt” from overtime requirements under applicable Law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iv) is not delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (v) has withheld, remitted and reported all material amounts required by Law or by agreement to be withheld, remitted and reported with respect to wages, salaries, end of service and retirement funds, superannuation and social security benefits and other payments to any current or former independent contractors or employees; and (vi) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any labor Governmental Authority with respect to unemployment compensation benefits, social security or like organization; other benefits or obligations for any current or former independent contractors or employees (iiiother than routine payments to be made in the ordinary course of business).
(d) To the knowledge of the Company, (i) no employees employee or independent contractor of the Company or any Company Subsidiary is in violation of its Subsidiaries are represented by any labor union or works council; (iv) as term of the date hereofany employment contract, there is no pending orconsulting contract, to the Knowledge of the Companynon-disclosure agreement, threatened strikecommon law non-disclosure obligation, lockoutnon-competition agreement, slowdownnon-solicitation agreement, or work stoppage ; (v) there is no unfair labor practice charge against the Company proprietary information agreement or any of its Subsidiaries pending before the National Labor Relations Board other agreement relating to confidential or any comparable labor relations authority; (vi) there is no pending orproprietary information, to the Knowledge of the Companyintellectual property, threatened grievance, charge, complaint, audit competition or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiariesrelated matters; and (viiii) the Company has complied with all applicable Laws related to employment, continued employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of by the Company and its the Company Subsidiaries has been provided to Parent. As of their respective employees, and the performance of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment contracts with the Company or and the Company Subsidiaries by their respective independent contractors, will not result in any Company Subsidiarysuch violation, that would, in each case, cause material liability to the Company.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Labor and Employment Matters. (a) Except Attached as disclosed in Section 3.12(a4.11(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, complete and correct list as of the date hereof, there are no activities or proceedings hereof of any labor organization to organize any (i) all employees of the Company ISI and its Subsidiaries with annual compensation in excess of $100,000 and (ii) each such employee’s rate of base salary or hourly wage compensation, bonus opportunity, length of service, employment, severance or similar types of agreement, benefits, title and location, and visa status (including type, status and sponsoring entity, as applicable).
(b) Each of ISI and its Subsidiaries is and has been in compliance in all material respects with all applicable Laws and contracts respecting employment and employment practices, including provisions thereof relating to terms and conditions of employment, and wages and hours, worker classification, equal employment opportunity, non-discrimination, non-harassment, employee lease issues, plant closures and mass layoffs, immigration, benefits, and collective bargaining and labor relations. There is no unlawful employment practice, discrimination or harassment charge pending or, to ISI’s Knowledge, threatened involving ISI or any of its Subsidiaries, nor is there any pending or, to ISI’s Knowledge, threatened unfair labor practice charge or complaint against ISI or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made whether or not by or before any Governmental Authority. Except as set forth on behalf of any labor or like organization; (iiiSection 4.11(b) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofDisclosure Schedule, there is no pending or, to the Knowledge of the CompanyISI’s Knowledge, threatened strike, lockout, slowdown, Litigation against or work stoppage ; (v) there is no unfair labor practice charge against the Company affecting ISI or any of its Subsidiaries pending before relating to the National Labor Relations Board alleged violation of any Law pertaining to labor relations or employment matters. Each ISI Business Employee is authorized to work in the jurisdiction in which he or she provides services to ISI or its Subsidiaries, and the transactions contemplated in this Agreement and the Ancillary Agreements will not adversely affect any ISI Business Employee’s continuing work authorization.
(c) Neither ISI nor any Subsidiary of ISI is a party to or otherwise bound by any ISI Collective Bargaining Agreement; and no ISI Business Employee is otherwise represented by any labor union or labor organization with respect to services provided to ISI or any comparable Subsidiary. Neither ISI nor any Subsidiary of ISI is subject to any charge, demand, petition, or representation proceeding seeking to compel, require or demand it to recognize or bargain with any labor relations authority; (vi) union or labor organization nor is there is no pending or, to ISI’s Knowledge, threatened, any labor strike, walkout, work stoppage, slow-down, lockout, or any other material labor dispute involving or affecting ISI or any Subsidiary of ISI. No event has occurred or circumstance exists that could reasonably be expected to provide the Knowledge basis for any work stoppage or other labor dispute involving or affecting ISI or its Subsidiaries. Prior to the date of this Agreement, ISI and its Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union or labor organization, which is representing any ISI Business Employee in connection with the Companyexecution of this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby.
(d) Neither ISI nor any Subsidiary of ISI has engaged in any employee layoffs during the two (2)-year period prior to the date hereof without complying in all material respects with the Worker Adjustment Retraining and Notification Act of 1988, threatened grievanceas amended, chargeor any similar state or local plant closing or mass layoff statute, complaintrule or regulation (collectively, audit “WARN”).
(e) ISI and its Subsidiaries are not and have not been: (i) a “contractor” or investigation “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or before any Governmental Authority with respect (iii) required to any maintain an affirmative action plan.
(f) To ISI’s Knowledge, no current or former employees employee of the Company ISI or any of its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to ISI or any of its Subsidiaries; , or (ii) to a former employer relating (A) to the right of any such employee to be employed by ISI or any of its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information.
(g) Except as would not result in material liability for ISI or any of its Subsidiaries: (i) ISI and (vii) the Company has complied with its Subsidiaries have paid and reimbursed, as applicable, all applicable Laws related to employment, employment practicessalaries, wages, hours wage premiums, commissions, bonuses, severance payments, accrued unused vacation balances, business expenses, and other terms compensation that has come due and conditions payable to current and former employees and other service providers pursuant to applicable Law, contract or policy, and (ii) neither ISI nor any of employment (including the classification and compensation of employees its Subsidiaries is misclassifying or has misclassified any employee or service provider for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsapplicable Law.
(bh) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to To the Knowledge of the CompanyISI, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans ISI Business Employee who is a Senior Executive intends to terminate his or her employment.
(i) The execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any breach or other violation of any ISI Collective Bargaining Agreement, employment with the Company agreement, or consulting agreement or any Company Subsidiaryother agreement to which ISI or its Subsidiaries is a party to or bound.
Appears in 2 contracts
Samples: Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Interior Logic Group Holdings, LLC)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees None of the Company or any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement, contract, or other written agreement with a labor union or labor organization. To the Knowledge of the Company, none of the Company or any of its Subsidiaries is subject to, and during the past three (3) years there has not been, any charge, demand, petition, organizational campaign, or representation proceeding seeking to compel, require, or demand it to bargain with any labor union or labor organization nor is there pending or threatened any labor strike or lockout involving the Company or any of its Subsidiaries.
(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company or any of its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, work safety and health, terms and conditions of employment, and wages and hours, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, as amended, and its state law equivalents, and the related rules and regulations adopted by those federal agencies responsible for the administration of such Laws, and other than normal accruals of wages during regular payroll cycles, there are no demand arrearages in the payment of wages; (ii) none of the Company or any of its Subsidiaries is delinquent in any payments to any employee or to any independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the Company Business and classified by the Company or any of its Subsidiaries as other than an employee or compensated other than through wages paid by the Company or any of its Subsidiaries through its respective payroll department (“Company Contingent Workers”), for recognition as any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the exclusive bargaining representative date hereof or amounts required to be reimbursed to such employees or Company Contingent Workers; (iii) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of the Company, threatened against the Company or any employees of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure; (iv) none of the employment policies or practices of the Company or any of its Subsidiaries is currently being audited or investigated, or to the Knowledge of the Company, subject to imminent audit or investigation by any Governmental Authority; (v) none of the Company or any of its Subsidiaries is, or within the last three (3) years has been made been, subject to any order, decree, injunction or judgment by any Governmental Authority or on behalf private settlement contract in respect of any labor or like organizationemployment matters; (iiivi) no each of the Company or any of its Subsidiaries is in material compliance with the requirements of the Immigration Reform Control Act of 1986 and any similar Laws regarding employment of workers who are not citizens of the country in which services are performed; (vii) all employees of the Company or any of its Subsidiaries are represented employed at-will and no such employees are subject to any contract with the Company or any of its Subsidiaries or any policy or practice of the Company or any of its Subsidiaries providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by the Company or any labor union or works councilof its Subsidiaries; (ivviii) to the extent that any Company Contingent Workers are employed, each of the Company or any of its Subsidiaries has properly classified and treated them in accordance with applicable Laws and for purposes of all employee benefit plans and perquisites; (ix) none of the Company or any of its Subsidiaries has experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Law affecting any site of employment of the Company or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an “employment loss,” as defined in the WARN Act, with respect to the Company or any of its Subsidiaries; (x) the Company and its Subsidiaries have properly classified their respective employees as exempt or non-exempt under the Fair Labor Standards Act, as amended, its state law equivalents, and all other relevant Laws; and (xi) there is are no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge reasonably anticipated claims or actions against the Company or any of its Subsidiaries pending before the National Labor Relations Board under any workers’ compensation policy or any comparable labor relations authority; long-term disability policy.
(vic) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees Section 2.15(c)(i) of the Company or any of its Subsidiaries; Disclosure Schedule contains a complete and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years accurate list of all current directors and executive officers employees of the Company and its Subsidiaries has been provided to Parent. As as of the date hereofof this Agreement, setting forth for each employee his or her position or title, whether classified as exempt or non-exempt for wage and hour purposes and, if exempt, the type of exemption relied upon, whether paid on a salary, hourly or commission basis and the actual annual base salary or rates of compensation, bonus potential, date of hire, business location, status (i.e., active or inactive and if inactive, the type of leave and estimated duration) and the total amount of bonus, retention, severance and other amounts to be paid to such employee at the Knowledge Closing or otherwise in connection with the Contemplated Transactions. Section 2.15(c)(ii) of the CompanyCompany Disclosure Schedule also contains a complete and accurate list of all Company Contingent Workers, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with showing for each Company Contingent Worker such individual’s role in the Company Business and fee or any Company Subsidiarycompensation arrangements.
Appears in 2 contracts
Samples: Merger Agreement (Targacept Inc), Merger Agreement (Zalicus Inc.)
Labor and Employment Matters. (a) Except Attached as disclosed in Section 3.12(a5.11(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, complete and correct list as of the date hereof, there are no activities or proceedings hereof of any labor organization to organize any (i) all employees of the Company ILG and its Subsidiaries with annual compensation in excess of $100,000 and (ii) each such employee’s rate of base salary or hourly wage compensation, bonus opportunity, length of service, employment, severance or similar types of agreement, benefits, title and location, and visa status (including type, status and sponsoring entity, as applicable).
(b) Each of ILG and its Subsidiaries is and has been in compliance in all material respects with all applicable Laws and contracts respecting employment and employment practices, including provisions thereof relating to terms and conditions of employment, and wages and hours, worker classification, equal employment opportunity, non-discrimination, non-harassment, employee lease issues, plant closures and mass layoffs, immigration, benefits, and collective bargaining and labor relations. There is no unlawful employment practice, discrimination or harassment charge pending or, to ILG’s Knowledge, threatened involving ILG or any of its Subsidiaries, nor is there any pending or, to ILG’s Knowledge, threatened unfair labor practice charge or complaint against ILG or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made whether or not by or before any Governmental Authority. Except as set forth on behalf of any labor or like organization; (iiiSection 5.11(b) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofDisclosure Schedule, there is no pending or, to the Knowledge of the CompanyILG’s Knowledge, threatened strike, lockout, slowdown, Litigation against or work stoppage ; (v) there is no unfair labor practice charge against the Company affecting ILG or any of its Subsidiaries pending before relating to the National Labor Relations Board alleged violation of any Law pertaining to labor relations or employment matters. Each ILG Business Employee is authorized to work in the jurisdiction in which he or she provides services to ILG or its Subsidiaries, and the transactions contemplated in this Agreement and the Ancillary Agreements will not adversely affect any ILG Business Employee’s continuing work authorization.
(c) Neither ILG nor any Subsidiary of ILG is a party to or otherwise bound by any ILG Collective Bargaining Agreement; and no ILG Business Employee is otherwise represented by any labor union or labor organization with respect to services provided to ILG or any comparable Subsidiary. Neither ILG nor any Subsidiary of ILG is subject to any charge, demand, petition, or representation proceeding seeking to compel, require or demand it to recognize or bargain with any labor relations authority; (vi) union or labor organization nor is there is no pending or, to ILG’s Knowledge, threatened, any labor strike, walkout, work stoppage, slow-down, lockout, or any other material labor dispute involving or affecting ILG or any Subsidiary of ILG. No event has occurred or circumstance exists that could reasonably be expected to provide the Knowledge basis for any work stoppage or other labor dispute involving or affecting ILG or its Subsidiaries. Prior to the date of this Agreement, ILG and its Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union or labor organization, which is representing any ILG Business Employee in connection with the Companyexecution of this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby.
(d) Neither ILG nor any Subsidiary of ILG has engaged in any employee layoffs during the two (2)-year period prior to the date hereof without complying in all material respects with WARN.
(e) ILG and its Subsidiaries are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), threatened grievance(ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan.
(f) To ILG’s Knowledge, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any no current or former employees employee of the Company ILG or any of its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to ILG or any of its Subsidiaries; , or (ii) to a former employer relating (A) to the right of any such employee to be employed by ILG or any of its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information.
(g) Except as would not result in material liability for ILG or any of its Subsidiaries:
(i) ILG and (vii) the Company has complied with its Subsidiaries have paid and reimbursed, as applicable, all applicable Laws related to employment, employment practicessalaries, wages, hours wage premiums, commissions, bonuses, severance payments, accrued unused vacation balances, business expenses, and other terms compensation that has come due and conditions payable to current and former employees and other service providers pursuant to applicable Law, contract or policy, and (ii) neither ILG nor any of employment (including the classification and compensation of employees its Subsidiaries is misclassifying or has misclassified any employee or service provider for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsapplicable Law.
(bh) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to To the Knowledge of the CompanyILG, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans ILG Business Employee who is a Senior Executive intends to terminate his or her employment.
(i) The execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any breach or other violation of any ILG Collective Bargaining Agreement, employment with the Company agreement, or consulting agreement or any Company Subsidiaryother agreement to which ILG or its Subsidiaries is a party to or bound.
Appears in 2 contracts
Samples: Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Interior Logic Group Holdings, LLC)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) The Company has provided a materially true and complete list of all employees employed by, and all individuals engaged on an independent contractor basis by, the Company Disclosure Schedule oror any Company Subsidiary, in the case of clauses by employing entity, principal work location, job title, classification as exempt or non-exempt (vi) and (viiif applicable), as would not reasonably be expected to have a Material Adverse Effect: base salary or hourly rate and any incentive compensation.
(ib) neither Neither the Company nor any Company Subsidiary is or, within the past five (5) years has been, a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a trade or labor union, works council, employee association, or other bargaining unit representative (each, a “Union,” and such an agreement or arrangement with a Union, a “Labor Agreement”), nor are there any negotiations or discussions currently pending or occurring between the Company, or any of the Company Subsidiaries, and any Union regarding any Labor Agreement or any other work rules or polices, nor is the Company or any of its Subsidiaries is under an obligation to negotiate with any Union. There is, and in the past three (3) years there has been, no unfair labor practice charge, labor arbitration, grievance, or other labor Action pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries relating to or affecting their business. There are, and in the past three (3) years there has been, no material organizational efforts with respect to the formation of a party to any collective bargaining agreement unit presently being made or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize threatened involving any employees of the Company or any of its Subsidiaries and the Company Subsidiaries.
(c) There are no demand for recognition as the exclusive bargaining representative of (i) strikes or lockouts with respect to any employees of, or otherwise affecting the Company or any Company Subsidiary pending or, to the Company’s Knowledge, threatened, (ii) slowdown or work stoppage or other labor dispute or disruption, in effect or, to the Company’s Knowledge, threatened with respect to employees of, or otherwise affecting, the Company or any Company Subsidiary, nor has been made the Company or any Company Subsidiary experienced any events described in clauses (i) and (ii) hereof within the past three (3) years, except, in each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is required to notify or consult with any Union relating to the transactions contemplated by this Agreement.
(d) There are no unfair labor practice, labor dispute (other than routine individual grievances), labor arbitration or other proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries in any forum by or on behalf of any present or former employee of the Company or any of the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of the Company Subsidiaries in connection with the employment relationship, which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is required to notify or consult with any Union relating to the transactions contemplated by this Agreement.
(e) There are no labor or like organization; employment-related Actions pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries in any forum by or on behalf of any present or former employee of the Company or any of the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing labor, employment, or terms and conditions of employment, including the termination of employment, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of the Company Subsidiaries in connection with the employment relationship. In the past three (iii3) years, the Company and the Company Subsidiaries have investigated all allegations of sexual harassment or discriminatory harassment of which they are or were aware and have taken all reasonable and necessary corrective actions with respect to such allegations. No such allegation of sexual or discriminatory harassment would reasonably be expected to result in any material loss to the Company or any Company Subsidiary and no such allegations have been made that, if known to the public, would reasonably be expected to bring the Company or any Company Subsidiary into material disrepute.
(f) Since January 1, 2020, to the Company’s Knowledge, the Company and the Company Subsidiaries have been and are in material compliance with (i) all applicable Laws respecting employment and employment practices, terms and conditions of employment, background checks, worker classification, collective bargaining, disability, accommodations, privacy, identity and employment eligibility verification, immigration, health and safety, wages, hours and benefits, harassment, discrimination, retaliation, record retention, notice, leaves of absence, workers’ compensation, termination, unemployment compensation, and the collection and payment of withholding or payroll Taxes and similar Taxes, and (ii) all obligations of the Company and the Company Subsidiaries under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any other employment or labor-related agreement or understanding. Since January 1, 2020, to the Company’s Knowledge, all current and former independent contractors or other individual engaged in any other non-employee role by the Company or any Company Subsidiaries are and have been at all times properly classified as such for purposes of all Laws, including Laws with respect to employee benefits, and all current and former employees of the Company or any Company Subsidiaries are and have been at all times properly classified under the FLSA.
(g) During the preceding three (3) years, the Company and the Company Subsidiaries have not effectuated a “plant closing” or “mass layoff” (each as defined in the WARN Act). As of the date hereof, no employees of the Company or any of its Company Subsidiaries are represented involuntarily on temporary layoff or working hours that have been reduced by any labor union fifty percent (50%) or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsmore.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Physicians Realty Trust), Merger Agreement (Healthpeak Properties, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) None of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries iBill Companies is a party to or bound by any collective bargaining agreement or any other agreement with a labor union or like organization; (ii) union, and, to the Knowledge knowledge of the Company, as of the date hereofPenthouse, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented effort by any labor union or works council; any other person during the twenty-four (iv24) as months prior to the date hereof to organize any employees or consultants of the date hereofiBill Companies who are not already members of a collective bargaining unit into one or more collective bargaining units, there nor, to the knowledge of the Penthouse, are any such efforts being conducted. There is no pending or, to the Knowledge knowledge of the CompanyPenthouse, threatened strikelabor dispute, lockout, slowdown, strike or work stoppage ; which affects or which may affect the business of the iBill Companies, or which may interfere with its continued operations. To the knowledge of Penthouse, neither Penthouse, any other iBill Companies nor any agent, representative or employee thereof has within the last twenty-four (v24) months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no unfair labor practice pending or threatened charge or complaint against the Company Penthouse by or any of its Subsidiaries pending before with the National Labor Relations Board or any comparable representative thereof. There has been no strike, walkout or work stoppage involving any of the employees or consultants of iBill Companies during the twenty-four (24) months prior to the date hereof. Each of the iBill Companies has complied, in all material respects, with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities or other employment practices, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended. Penthouse has received no notice of any claim before any governmental body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor relations authority; (vi) there is no pending organization or other representative of employees or any governmental body or, to the Knowledge knowledge of Penthouse is any such claim threatened against any of the CompanyiBill Companies. The iBill Companies are not a party to, threatened grievanceor otherwise bound by, charge, complaint, audit any order relating to its employees or investigation by or before any Governmental Authority with respect employment practices. The iBill Companies have paid in full to any current or former employees of the Company or any all of its Subsidiaries; and (vii) the Company has complied with employees all applicable Laws related to employment, employment practices, wages, hours salaries, commissions, bonuses, benefits and other terms compensation due and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementspayable to such employees.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Care Concepts I Inc /Fl/), Securities Purchase Agreement (Care Concepts I Inc /Fl/)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement or other agreement with a any labor union or like organization; (ii) contract, nor, to the Knowledge knowledge of the Company, as are there any employees of the date hereofCompany or any of its Subsidiaries represented by a works’ council or a labor organization, nor, to the knowledge of the Company, are there are no any activities or proceedings of any labor organization union to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of compel the Company or any of its Subsidiaries are represented by to bargain with any labor union or works council; (iv) as of the date hereof, there labor organization. There is no pending or, to the Knowledge knowledge of the Company, threatened labor strike, lockoutwalkout, slowdownwork stoppage, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority lockout with respect to any current or former employees of the Company or any of its Subsidiaries. No grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or, to the knowledge of the Company, has been threatened against the Company or any of its Subsidiaries that could reasonably be expected to result in any material liability to the Company or any of its Subsidiaries.
(b) To the knowledge of the Company, the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws relating to labor and employment, including Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, notification, and employee terminations. Except as would not result in any material liability to the Company or any of its Subsidiaries, there are no complaints, lawsuits, arbitrations, administrative proceedings, or other Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(c) With respect of any person who provides personal services to the Company or any of its Subsidiaries, (i) the Company has classified each such service provider as either an “employee” or an “independent contractor” and has had a reasonable basis for each such determination; (ii) such classification has been consistent among service providers who provide similar services and are otherwise similarly situated; (iii) no person who is classified, or was classified, as an independent contractor has been classified as an employee of the Company or any of its Subsidiaries at any time; (iv) all Company tax returns have been filed on a basis consistent with such classification; (v) such classifications have complied in all material respects with all applicable Laws; (vi) all such persons have been properly treated under all Company Plans; and (vii) there are no complaints, actions, claims or proceedings pending, or to the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes knowledge of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of Company, threatened to be brought, by any reduction in force, including notice, information and consultation requirementssuch person or any governmental body to reclassify any such person.
(bd) True and complete information as In the three (3) years prior to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with neither the Company nor any of its Subsidiaries have effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), the California Worker Adjustment and Retraining Notification requirements set forth in California Labor Code Section 1400-1408 (the “California WARN Act” ) or any Company Subsidiarysimilar Law) or (ii) a “mass layoff” (as defined in the WARN Act, the California WARN Act or any similar Law).
Appears in 2 contracts
Samples: Merger Agreement (Genelabs Technologies Inc /Ca), Merger Agreement (Glaxosmithkline PLC)
Labor and Employment Matters. (a) Except as disclosed where the failure to be in Section 3.12(a) compliance would not reasonably be expected to have a Company Material Adverse Effect, the Company is in compliance with all Applicable Law and agreements respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health and workers’ compensation, employee classification and wages and hours, engagement of independent contractors (including the appropriate classification of the Company Disclosure Schedule or, in the case of clauses (vi) and (viisame), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to Company Employees, including to the extent applicable, the Worker Adjustment and Retraining Notification Act of 1988, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and state anti-discrimination laws. As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect: , (i) neither there are no charges, complaints, audits or investigations pending or scheduled by any Governmental Authority that have been communicated to the Company nor pertaining to the employment practices or actions of the Company or, to the Company’s Knowledge, threatened against the Company, (ii) no written complaints or charges relating to employment practices or actions of the Company or any employee of its Subsidiaries the Company have been made to any Governmental Authority or submitted to the Company, and (iii) the Company has no direct or indirect liability with respect to any misclassification of any person as an independent contractor or contingent worker rather than as an “employee,” or with respect to any Company Employee leased from another employer.
(b) The Company is not a party to to, or otherwise bound by, any collective bargaining agreement agreement, Contract or other agreement or understanding with a labor union union, organization, group or like organization; (ii) to the Knowledge association, works council or other employee representative body. None of the Company Employees is represented by a labor organization, work council, or trade union. To the Company’s Knowledge, as of the date hereofhereof (i) there is no organizing activity, there are no activities Proceeding, election petition, union card signing or proceedings other union activity, or union corporate campaigns of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union organization, trade union, or work council directed at the Company, or any Company Employees and (ii) the Company is not subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union, organization, group or association, works council; (iv) as council or other employee representative body. As of the date hereof, there is no pending or, to the Knowledge of the Company’s Knowledge, threatened threatened, labor strike, lockout, slowdown, slowdown or work stoppage ; (v) there is no unfair labor practice charge against involving the Company or its employees, nor have there been any of its Subsidiaries pending before such labor strikes, lockouts, slowdowns or work stoppages since September 30, 2015.
(c) Within the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending orpast ninety days, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation not implemented any plant closing or layoff of employees for purposes that implicated the Worker Adjustment and Retraining Notification Act of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force1988, including noticeas amended, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarysimilar Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement or other agreement with a any labor union or like organization; (ii) contract, nor, to the Knowledge knowledge of the Company, as are there any employees of the date hereofCompany or any of its Subsidiaries represented by a works’ council or a labor organization, nor are there are no any activities or proceedings of any labor organization union to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of compel the Company or any of its Subsidiaries are represented by to bargain with any labor union or works council; (iv) as of the date hereof, there labor organization. There is no pending or, to the Knowledge knowledge of the Company, threatened labor strike, lockoutwalkout, slowdownwork stoppage, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority lockout with respect to any current or former employees of the Company or any of its Subsidiaries. No grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or, to the knowledge of the Company, has been threatened against the Company or any of its Subsidiaries that would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) To the knowledge of the Company, the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws relating to labor and employment, including Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, notification, and employee terminations. Except as would not result in any material liability to the Company, there are no complaints, lawsuits, arbitrations, administrative proceedings, or other Proceedings pending or, to the knowledge of the Company, threatened against the Company brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(c) Except as would not result, individually or in the aggregate, in any material liability to the Company, with respect to any person who provides personal services to the Company, (i) the Company has classified each such service provider as either an “employee” or an “independent contractor” and has had a reasonable basis for each such determination; (ii) such classifications have, to the knowledge of the Company, been consistent among service providers who provide similar services and are otherwise similarly situated; (iii) no person who is classified, or was classified, as an independent contractor has been classified as an employee of the Company at any other time; (iv) all Company tax returns have been filed on a basis consistent with such classifications; (v) such classifications have, to the knowledge of the Company, complied in all material respects with applicable laws; (vi) all employees have, to the knowledge of the Company, been properly treated in all material respects under all Company Plans; and (vii) the Company has complied with all applicable Laws related to employmentthere are no complaints, employment practicesactions, wagesclaims or proceedings pending, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as or to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge knowledge of the Company, no current executivethreatened to be brought, key by any such person or governmental body to reclassify any employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiaryindependent contractor.
Appears in 2 contracts
Samples: Merger Agreement (Sirtris Pharmaceuticals, Inc.), Merger Agreement (Glaxosmithkline PLC)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the The Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would is not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement Contract that pertains to employees of the Company. There are no, and during the past five years have been no, organizing activities or other agreement collective bargaining arrangements involving employees of the Company pending or under discussion with a any labor union organization or like organization; (ii) similar group of employees. There is no, and during the past five years there has been no, labor dispute, strike, slowdown, work stoppage or lockout pending or, to the Knowledge knowledge of the Company, as threatened against or affecting the Company. The Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract. There are no pending or, to the knowledge of the date hereofCompany, there threatened union grievances or union representation questions involving employees of the Company.
(b) Except as set forth on Section 3.12(b) of the Disclosure Schedules, the Company is and during the past five years has been in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. The Company is not engaged in any unfair labor practice as defined in any applicable Law. No unfair labor practice or labor charge or complaint of which the Company has received notice is pending or, to the knowledge of the Company, threatened with respect to the Company by any Governmental Authority.
(c) The Company has withheld and paid to the appropriate Governmental Authority or are no activities holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company and are not liable for any arrears of wages, taxes, penalties or proceedings other sums for failure to comply with any applicable Laws relating to the employment of labor.
(d) The Company is not a party to, or otherwise bound by, any labor organization consent decree with, or citation by, any Governmental Authority relating to organize any employees or employment practices. None of the Company or any of its Subsidiaries and no demand executive officers has received within the past five years any written notice of intent by any Governmental Authority responsible for recognition as the exclusive bargaining representative enforcement of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of employment Laws to conduct an investigation relating to the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending orand, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarysuch investigation is in progress.
Appears in 2 contracts
Samples: Purchase Agreement (Differential Brands Group Inc.), Purchase Agreement
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) None of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Group Companies is a party to any labor or collective bargaining agreement or other agreement contract with a labor union or like organization; (ii) respect to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Target Company or any of its Subsidiaries. There is no organization campaign or collective bargaining arrangement pending or in progress for collective discussions with any labor groups or employees of the Target Company or any of its Subsidiaries and no demand for recognition as which could affect the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Target Company or any of its Subsidiaries in the past five years. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the CompanySellers, threatened strikelabor disputes, lockoutstrikes, slowdowndisputes, slowdowns, work stoppages or work stoppage ; (v) there is no unfair labor practice charge lockouts against or affecting the Target Company or any of its Subsidiaries pending before in the National Labor Relations Board or any comparable labor relations authority; (vi) past five years, and there is no basis for any of the foregoing. Neither the Target Company nor any of its Subsidiaries is in violation of or failing to comply with any collective bargaining or trade union contract. There are no pending or, to the Knowledge of the CompanySellers, threatened grievance, charge, complaint, audit union grievances or investigation by or before any Governmental Authority with respect to any current or former union representation concerns involving the employees of the Target Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True The Group Companies are, and complete information as have been during the past five years, in compliance in all material respects with all provisions of any Law regarding labor management, and have not been subject to any penalty imposed by the labor management authority due to violation of Laws and regulations regarding labor management. There are no material employment disputes involving the Group Companies for failure to pay remuneration or compensation or social insurance or otherwise to any employee, and there are no outstanding accidents and injuries to any employee and no outstanding compensation liability or notice of claim arising from the termination of any employment or service contract.
(c) The Group Companies have withheld and paid to the name, current job title appropriate Governmental Authorities or are holding for payment not yet due and compensation for each owing to such Governmental Authorities all amounts required to be withheld from employees of the last three years Target Company or any of its Subsidiaries, and the Group Companies are not liable for any arrears of wages, Taxes, penalties or other amounts for non-compliance with any applicable Law relating to the employment of labor. The Group Companies have paid in full to all current directors of their respective employees or adequately accrued for in accordance with IFRS all wages, salaries, commissions, bonuses, benefits and executive officers other compensation due to or on behalf of such employees.
(d) None of the Company and its Subsidiaries Group Companies is a party to or otherwise subject to any order of or referenced by any Governmental Authority relating to employee or employment practices. In the past five years neither the Group Companies nor any of their senior officers has been provided to Parent. As received any notice from any Governmental Authority in charge of the date hereof, enforcement of employment laws regarding conducting an investigation relating to the Target Company or any of its Subsidiaries, and to the Seller's Knowledge of there is no such investigation in progress.
(e) No adverse change in employee relations has resulted from, nor are the CompanySellers expecting nor has any reason to believe that it will result in, any adverse change in employee relations. To the Seller's Knowledge, no current executive, key employee or group officer of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Target Company or any Company Subsidiaryof its Subsidiaries intends or expects to terminate his or her employment relationship with such entity after the completion of the transactions contemplated in this Agreement.
(f) Each Group Companies has entered into lawful and valid confidentiality agreements and non-competition agreements with its key employees and officers, and none of the employees of the Group Companies is subject to any confidentiality, non-competition, Intellectual Property ownership and other restrictions agreed by a former employer or other third party, nor is any former employer claiming for any liability for unfair competition or other violations of laws.
Appears in 2 contracts
Samples: Share Purchase Agreement (Hainan Oriental Jiechuang Investment Partnership (Limited Partnership)), Share Purchase Agreement (Aesthetic Medical International Holdings Group LTD)
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(a) 3.16 of the Company Disclosure Schedule orLetter:
(a) There are no agreements or arrangements on behalf of any officer, in director or employee providing for payment or other benefits to such person contingent upon the case execution of clauses this Agreement, the Closing or a transaction involving a change of control of the Company.
(vib) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement or other agreement contracts, arrangements, agreements or understandings with a labor union or like organization; labor organization that was certified by the National Labor Relations Board (ii) "NLRB"). There is no existing, pending or, to the Knowledge knowledge of the Company, as threatened (i) unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against or involving the Company or any of the date hereofits Subsidiaries, there are no activities (ii) activity or proceedings of any proceeding by a labor organization union or representative thereof to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; Subsidiaries, (iii) no employees certification or decertification question relating to collective bargaining units at the premises of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees.
(c) Neither the Company nor any of its Subsidiaries has taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of the date hereofWorker Adjustment and Retraining Notification ("WARN") Act or would otherwise trigger notice requirements or liability under any state or local plant closing notice law. No agreement, there is no pending or, to the Knowledge arbitration or court decision or governmental order in any way limits or restricts any of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or Parent from relocating or closing any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees operations of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(bd) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of Neither the Company and nor any of its Subsidiaries has been provided failed to Parent. As pay when due any wages (including overtime wages), bonuses, commissions, benefits, taxes, penalties or assessments or other monies, owed to, or arising out of the date hereof, to the Knowledge employment of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.relationship or arrangement with, any officer, director,
Appears in 2 contracts
Samples: Merger Agreement (Harland John H Co), Merger Agreement (Cfi Proservices Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor are there any negotiations or discussions currently pending or occurring between the Company, or any of the Company Subsidiaries, and any labor union or labor organization regarding any collective bargaining agreement or any other agreement with a work rules or polices. There is no unfair labor union practice or like organization; (ii) labor arbitration proceeding pending or, to the Knowledge Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries relating to their business. To the Company, as of the date hereof’s Knowledge, there are no activities organizational efforts with respect to the formation of a collective bargaining unit presently being made or proceedings of any labor organization to organize any threatened involving employees of the Company or any of its the Company Subsidiaries.
(b) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries and no demand for recognition as the exclusive bargaining representative of in any employees has been made forum by or on behalf of any labor present or like organization; (iii) no employees former employee of the Company or any of its Subsidiaries are represented by the Company Subsidiaries, any labor union applicant for employment or works council; (iv) as classes of the date hereofforegoing alleging breach of any express or implied employment contract, there is no pending or, to violation of any Law governing employment or the Knowledge of the Company, threatened strike, lockout, slowdowntermination thereof, or work stoppage ; (v) there is no unfair labor practice charge against any other discriminatory, wrongful or tortious conduct on the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees part of the Company or any of its Subsidiaries; and (vii) the Company Subsidiaries in connection with the employment relationship, which, individually or in the aggregate, has complied had or would reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2020, to the Company’s Knowledge, the Company and the Company Subsidiaries have been and are in compliance with (i) all applicable Laws related to respecting employment and employment practices, terms and conditions of employment, employment practicescollective bargaining, disability, immigration, health and safety, wages, hours and other terms benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and conditions the collection and payment of employment withholding or payroll Taxes and similar Taxes and (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state lawsii) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers obligations of the Company and its the Company Subsidiaries has been provided under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding, except, in each case in subsections (i) and (ii), any such noncompliance that would not, individually or in the aggregate, have, or reasonably be expected to Parenthave, a Company Material Adverse Effect. As of the date hereofSince January 1, 2020, to the Knowledge Company’s Knowledge, all independent contractors and consultants providing personal services to the Company and the Company Subsidiaries have been properly classified as independent contractors for purposes of all Laws, including Laws with respect to employee benefits, and all employees of the CompanyCompany and the Company Subsidiaries have been properly classified under the FLSA, no current executiveexcept, key employee in each case, as would not, individually or group of employees has given notice of termination of employment in the aggregate, have, or otherwise disclosed plans would reasonably be expected to terminate employment with have, a Company Material Adverse Effect.
(d) During the preceding three (3) years, the Company and the Company Subsidiaries have not effectuated a “plant closing” or “mass layoff” (each as defined in the WARN Act), in either case that resulted in a material liability to the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (Life Storage Lp)
Labor and Employment Matters. (a) Except Parent and its Subsidiaries are and for the past three (3) years have been in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three years, there has not been, and as disclosed in Section 3.12(a) of the Company Disclosure Schedule date of this Agreement there is not pending or, in to the case knowledge of clauses Parent, threatened, any labor dispute, work stoppage, labor strike or lockout against Parent or any of its Subsidiaries by employees.
(vib) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor No employee of Parent or any of its Subsidiaries is a party to any covered by an effective or pending collective bargaining agreement or other agreement with a similar labor union or like organization; (ii) to agreement. To the Knowledge knowledge of the Company, as of the date hereofParent, there are no activities or proceedings has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company Parent or any of its Subsidiaries and Subsidiaries. There are no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iiii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge charges or complaints against the Company Parent or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations authority; tribunal or authority and to the knowledge of Parent no such representations, claims or petitions are threatened, (viii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against Parent or any of its Subsidiaries that arose out of or under any collective bargaining agreement.
(c) To the knowledge of Parent, no current employee or officer of Parent or any of its Subsidiaries intends, or is expected, to terminate his employment relationship with such entity in connection with or as a result of the transactions contemplated hereby.
(d) During the preceding three (3) years, (i) neither Parent nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there is no pending orhas not occurred a “mass layoff” (as defined in the WARN Act) in connection with Parent or any of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither Parent nor any of its Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. Parent and its Subsidiaries currently properly classify and for the past three (3) years have properly classified their respective employees as exempt or nonexempt in accordance with applicable overtime laws and, to the Knowledge knowledge of Parent, no person treated as an independent contractor or consultant by Parent or any of its Subsidiaries within the past three (3) years should have been properly classified as an employee under applicable Law.
(e) Except as set forth on Section 5.13(e) of the CompanyParent Disclosure Letter, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees employee, officer, consultant or other service provider of the Company Parent or any of its Subsidiaries, there are no Actions against Parent or any of its Subsidiaries pending, or to Parent’s knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of Parent or any of its Subsidiaries, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such action would not, individually or in the aggregate, result in Parent or any of its Subsidiaries incurring a material liability.
(f) Except as set forth on Section 5.13(f) of the Parent Disclosure Letter, the execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which Parent or any of its Subsidiaries is a party.
(g) Since January 1, 2022, (i) no allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries or any of their respective current or former directors, officers or senior level management employees, (ii) to the knowledge of Parent, no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred and (iii) neither Parent nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their directors, officers or employees described in clause (i) hereof or any independent contractor.
(h) Parent and its Subsidiaries are and have at all relevant times been in compliance in all material respects with (i) COVID-19 related Laws, standards, regulations, orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other Governmental Entity; and (viiii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment Families First Coronavirus Response Act (including the classification and compensation of employees with respect to eligibility for purposes of the Fair Labor Standards Act and cognate state lawstax credits under such Act) and any other Laws in respect of any reduction in forceapplicable COVID-19 related leave Law, including noticewhether state, information and consultation requirementslocal or otherwise.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule There is no labor strike, slowdown, stoppage or lockout pending or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as Subsidiaries, threatened against or affecting the exclusive bargaining representative Company or any of any employees has been made by or on behalf of any labor or like organization; (iii) no its Subsidiaries. No employees of the Company or any of its Subsidiaries are represented by a labor organization or group that was either certified by any labor union or works council; (iv) as of relations board, including the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdownNLRB, or work stoppage ; (v) there is no unfair labor practice charge against any other Governmental Body or voluntarily recognized by the Company or any of its Subsidiaries pending before as the National Labor Relations Board exclusive bargaining representative of a unit of employees, and no employee is represented by any other labor union or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of organization. Neither the Company or nor any of its Subsidiaries; Subsidiaries is a party to or has any obligation under any union Contract, or any obligation (other than under any applicable Legal Requirement) to recognize or deal with any labor union or organization, and (vii) there are no such Contracts pertaining to or which determine the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and or conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsemployee.
(b) True The Company and each of its Subsidiaries have complied in all material respects with all Legal Requirements pertaining to the employment or termination of employment of their respective employees and agents, including all such laws relating to wages, hours, commissions, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, prohibited discrimination, immigration control, employee classification, payment and withholding of taxes, continuation coverage with respect to group health plans or under employment contracts.
(c) Schedule 3.12(c) sets forth a true and complete information as to list of the name, current job title title, annual salary and compensation for bonus opportunity of each of the last three years of all current directors officer, director and executive officers employee of the Company and its Subsidiaries has been provided to Parent. As as of the date hereof, to .
(d) To the Knowledge of the Company, no current executive, key employee individuals that have provided services on or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment in connection with the Assets (e.g., directors, writers, talent) are signatories to any collective bargaining agreements (e.g., AFTRA, SAG, WGA) and the Company or any Company Subsidiaryand its Subsidiaries will have no guild residual obligations as a result of its exploitation of the Assets.
Appears in 2 contracts
Samples: Merger Agreement (Howstuffworks Inc), Merger Agreement (HowStuffWorks, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the The Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would is not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement relationship with a any labor union or like organization; similar representative of employees.
(iia) There is no ongoing, or, to the Knowledge of the Company, as of the date hereofthreatened, strike, slowdown, work stoppage, or other material labor dispute, and no such disputes have occurred since January 1, 2011; and (b) there are no union organization or decertification activities or proceedings pending or, to the Knowledge of any labor organization the Company, threatened, and to organize any employees the Knowledge of the Company or no such activities have occurred since January 1, 2011. Except as would not have a Company Material Adverse Effect, (i) the Company has not engaged in any of its Subsidiaries and no demand for recognition as unfair labor practices within the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees meaning of the United States National Labor Relations Act, as amended, and (ii) the Company or any of its Subsidiaries is, and since January 1, 2011 has remained, in compliance with all labor, employment and workplace-related Laws. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge Actions against the Company by or on behalf of any of its Subsidiaries pending before current or former director, officer or employee relating to labor, wages, hours, benefits, employment discrimination, sexual or other harassment, wrongful termination, immigration, occupational safety and health, or other employment-related matters at the National Labor Relations Board Company, other than such Actions that, individually or any comparable labor relations authority; (vi) there is in the aggregate, if adversely determined would not have a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation Actions against the Company by or before any Governmental Authority with respect to on behalf of any current or former employees of independent contractors relating to the compensation paid to such independent contractors or the individual’s or entity’s legal status or classification as an independent contractor, other than such Actions that, individually or in the aggregate, if adversely determined would not have a Company or any of its Subsidiaries; and (vii) Material Adverse Effect. Since January 1, 2011, the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation not implemented any plant closing or layoff of employees for purposes that at the time thereof implicated the Worker Adjustment and Retraining Notification Act of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force1988, including noticeas amended, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarysimilar foreign, state or local law, regulation or ordinance.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Talon Therapeutics, Inc.), Stock Purchase Agreement (Spectrum Pharmaceuticals Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) . None of the employees of the Company or any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or such Subsidiary. Except as would not reasonably be expected to have a Company Material Adverse Effect, there are no actions, claims, grievances, labor disputes or labor arbitration proceeding pending or, to the Knowledge knowledge of the Company, as threatened against the Company or any of its Subsidiaries relating to their businesses, including charges of unfair labor practices. There is no activity or proceeding by a labor union or representative thereof to the knowledge of the date hereof, there are no activities or proceedings of any labor organization Company to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofSubsidiaries. No lockout, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge knowledge of the Company, threatened, nor has there been any such occurrence for the past three years.
(b) The Company has delivered or made available to Parent a true, correct and complete list of the names, positions and rates of compensation of all officers, directors, consultants, independent contractors and employees of the Company and its Subsidiaries, showing each such person’s name, date of hire, position, work location, annual remuneration, status as exempt/non-exempt (for U.S. employees), country of citizenship (for non-U.S. employees) bonus and fringe benefits for the current fiscal year.
(c) The Company and its Subsidiaries are in compliance in all material respects with all Applicable Law and contracts relating to employment, including without limitation legal requirements relating to employment practices, anti-discrimination, immigration, wages, hours, overtime pay, meal and rest periods and occupational health and safety laws and regulations. The Company has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and applicable state or local laws. All Persons providing services to the Company have been properly classified as employees or independent contractors, as applicable, for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law.
(d) To the Company’s knowledge, no employee or consultant of the Company is in material violation of (i) any term of any employment or consulting Contract or (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or to use trade secrets or proprietary information of others. To the Company’s knowledge, the employment of any employee or consultant by the Company does not subject it to any liability to any Third Party.
(e) As of the date hereof, there are no actions, grievances, investigations, suits, claims, charges or administrative matters pending, or, to the knowledge of the Company, threatened grievance, charge, complaint, audit against the Company or investigation by or before any Governmental Authority with respect of its Subsidiaries relating to any current or former employees of the Company or any of its Subsidiaries; and (vii) the independent contractors. The Company has complied no material liabilities under COBRA with all applicable Laws related respect to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of former employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsor qualifying beneficiaries thereunder.
(bf) True The Company and complete information as to the name, current job title and compensation for each of its Subsidiaries have withheld all amounts required by Applicable Law or by agreement to be withheld from the last three years wages, salaries, and other payments to employees, and is not liable for any arrears of all current directors and executive officers wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing, and are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or Liabilities for employees or independent contractors (other than routine payments to be made in the normal course of business and consistent with past practice), except, in each case as would not reasonably be expected individually or in the aggregate to have a Company and its Subsidiaries has been provided to Parent. As of Material Adverse Effect.
(g) Within the past two years through the date hereof, to neither the Knowledge Company nor any of its Subsidiaries has incurred any liability under the Workers Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied.
(h) Any Company Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the CompanyCode has been operated since January 1, no current executive2005 in good faith compliance with Section 409A of the Code, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with and the Company or any Company SubsidiaryUnited States Treasury Regulations and IRS guidance thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Axway Inc.), Merger Agreement (Tumbleweed Communications Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Each of the Company Disclosure Schedule and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” or redundancy Law, the Fair Labor Standards Act, as amended, and any foreign, state or local equivalents, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to be in compliance has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice charge pending or, in to the case knowledge of clauses (vi) and (vii)the Company, as threatened which if determined adversely to the Company or its Subsidiaries would not reasonably be expected to have a Material Adverse Effect: . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no pending, or, to the knowledge of the Company, threatened, organizational campaigns, petitions or other activities or proceedings of any labor union, works council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such labor union, works council or labor organization, (ii) there are no strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the knowledge of the Company, threatened, and (iii) neither the Company nor any of its Subsidiaries is a party to has experienced any such strike, slowdown, walkout, work stoppage or other labor-related controversy within the past three (3) years.
(b) Section 4.14(b) of the Company Disclosure Letter lists all employee representative bodies, including all labor unions, labor organizations and works councils, and all collective bargaining agreements, union contracts and similar labor agreements in effect, including any industry-wide or statutorily mandated agreement or other agreement with in a labor union or like organization; (ii) to the Knowledge of the Companynon-U.S. jurisdiction, as of the date hereof, there are no activities or proceedings of any labor organization to organize that cover any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by Subsidiary or on behalf of any labor or like organization; (iii) no employees of to which the Company or any of its Subsidiaries are represented by any labor union Subsidiary is a party or works council; otherwise bound (iveach, a “Collective Bargaining Agreement”). Except as set forth on Section 4.14(b) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company Disclosure Letter, neither the Company nor any Subsidiary is subject to any obligation to inform and/or consult with any labor union, labor organization, works council or any of its Subsidiaries; and other employee representative body in connection with this Agreement, the arrangements proposed in this Agreement and/or the Closing (vii) the Company has complied with all whether under applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company Law or any Company Subsidiarywritten agreement).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sanofi-Aventis), Merger Agreement (Genzyme Corp)
Labor and Employment Matters. Except as set forth on Schedule 3.22:
(a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rule or practice, or any other labor-related agreement or other agreement arrangement with a any labor union or like labor organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities collective bargaining agreements, work rules or proceedings of practices, or any labor organization other labor-related agreements or arrangements that pertain to organize any employees of the Company or any of its Subsidiaries Subsidiaries, including, without limitation, any agreement or arrangement respecting employee benefits; and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union organization with respect to their employment with the Company or works council; (iv) as any of its Subsidiaries. No labor union, labor organization or group of employees of the Company or any of its Subsidiaries has prior to the date hereofof this Agreement organized or attempted to organize any employees of the Company or any of its Subsidiaries into one or more collective bargaining units.
(b) There is not now, and there has not been during the three-year period preceding the date of this Agreement, any actual or threatened labor dispute, labor arbitration, grievance, strike, lockout, work slow down or work stoppage which has affected, which affects, or which may affect the businesses of the Company or any of its Subsidiaries or which may interfere with their continued operations. To Sellers’ Knowledge, neither the Company nor any of its Subsidiaries, nor any employee, agent or representative thereof, has committed any material unfair labor practice as defined in the National Labor Relations Act, as amended, or similar applicable law, and there is no pending or, to the Knowledge of the Company, or threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before by or with the National Labor Relations Board or any comparable other Governmental Authority.
(c) The Company and its Subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including classification of workers for overtime pay), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations authority; relations, employee leave issues and unemployment insurance.
(vid) there is no pending or, The Company and its Subsidiaries are and have been in compliance with all notice and other requirements under the WARN Act and neither the Company nor any of its Subsidiaries have any liabilities under the WARN Act. During the six-month period prior to the Knowledge date hereof: (i) neither the Company nor any of its Subsidiaries have effectuated a “plant closing” (as defined in the Company, threatened grievance, charge, complaint, audit WARN Act) affecting any site of employment or investigation by one or before more facilities or operating units within any Governmental Authority with respect to any current site of employment or former employees facility of the Company or any of its Subsidiaries; , (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries have been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, provincial, local or foreign law or regulation and (viiiv) neither the Company’s nor any of its Subsidiaries’ employees have suffered an “employment loss” (as defined in the WARN Act).
(e) Neither the Company nor any of its Subsidiaries is or has complied been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with all applicable Laws related Executive Order 11246 or (iii) required to employmentmaintain an affirmative action plan.
(f) Neither the Company nor any of its Subsidiaries (i) is a joint employer with any entity, agency, organization or third party service provider; or (ii) has any liabilities with respect to any employee or independent contractor leased by, or who provides services to the Company or any of its Subsidiaries through, another employer or service provider.
(g) The Company and its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.
(h) The Company and its Subsidiaries have not received (i) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (ii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission, Occupational Health and Safety Administration or any other Governmental Authority responsible for the prevention of unlawful employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes iii) notice of the Fair Labor Standards Act and cognate state laws) and other Laws in respect intent of any reduction Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in forceprogress, including noticeor (iv) notice of any Adverse Proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, information and consultation requirementsany applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship.
(bi) True and complete information as To Sellers’ Knowledge, no employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the name, current right of any such employee to be employed by the Company or any of its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(j) Schedule 3.22(j) identifies by job title and compensation for each all of the last three years of all current directors and executive officers of employees employed by the Company and its Subsidiaries has been provided to Parent. As as of the date hereof, to the Knowledge of the Company. To Sellers’ Knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries with an annual compensation of $100,000.00 or more intends to terminate his or her employment.
(k) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which the Company Subsidiaryor any of its Subsidiaries is a party or is bound.
Appears in 2 contracts
Samples: Asset Purchase Agreement (U S Energy Systems Inc), Asset Purchase Agreement (Silver Point Capital L.P.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor union organization, nor are there any negotiations or discussions currently pending or occurring between the Company, or any of the Company Subsidiaries, and any union or employee association regarding any collective bargaining agreement or any other agreement with a labor union work rules or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there polices. There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its the Company Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, relating to the Knowledge of their business. To the Company’s Knowledge, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority there are no organizational efforts with respect to any current the formation of a collective bargaining unit presently being made or former threatened involving employees of the Company or any of its Subsidiaries; and (vii) the Company Subsidiaries.
(b) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries in any forum by or on behalf of any present or former employee of the Company or any of the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of the Company Subsidiaries in connection with the employment relationship, which, individually or in the aggregate, has complied had or would reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2017, the Company and the Company Subsidiaries have been and are in compliance with (i) all applicable Laws related to respecting employment and employment practices, terms and conditions of employment, employment practicescollective bargaining, disability, immigration, health and safety, wages, hours and other terms benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and conditions the collection and payment of employment withholding or payroll Taxes and similar Taxes and (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state lawsii) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers obligations of the Company and its the Company Subsidiaries has under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding, except, in each case, any such noncompliance that would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. Since January 1, 2017, all independent contractors and consultants providing personal services to the Company and the Company Subsidiaries have been provided properly classified as independent contractors for purposes of all Laws, including Laws with respect to Parent. As employee benefits, and all employees of the date hereofCompany and the Company Subsidiaries have been properly classified under the FLSA, except, in each case, as would not, individually or in the aggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
(d) During the Knowledge of preceding three (3) years, (i) the Company, no current executive, key employee or group of employees has given notice of termination Company and the Company Subsidiaries have not effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or otherwise disclosed plans to terminate one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any of the Company SubsidiarySubsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) the Company and the Company Subsidiaries have not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Property Limited Partnership), Merger Agreement (Prologis, L.P.)
Labor and Employment Matters. Except as set forth in the Company Disclosure Letter:
(a) Except as disclosed in Section 3.12(a) There are no agreements or arrangements on behalf of any officer, director or employee providing for payment or other benefits to such person contingent upon the execution of this Agreement, the Closing or a transaction involving a change of control of the Company Disclosure Schedule or, in other than the case of clauses Company Stock Option Plan.
(vib) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement or other agreement contracts, arrangements, agreements or understandings with a labor union or like organization; labor organization that was certified by the National Labor Relations Board (ii) "NLRB"). There is no existing, pending or, to the Knowledge knowledge of the Company, as threatened (i) unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against or involving the Company or any of the date hereofits Subsidiaries, there are no activities (ii) activity or proceedings of any proceeding by a labor organization union or representative thereof to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; Subsidiaries, (iii) no employees certification or decertification question relating to collective bargaining units at the premises of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees.
(c) Neither the Company nor any of its Subsidiaries has taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of the date hereofWorker Adjustment and Retraining Notification ("WARN") Act or would otherwise trigger notice requirements or liability under any state or local plant closing notice law. No agreement, arbitration or court decision or governmental order in any way limits or restricts any of the Company, any of its Subsidiaries or Parent from relocating or closing any of the operations of the Company or any of its Subsidiaries.
(d) Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has failed to pay when due any wages (including overtime wages), bonuses, commissions, benefits, taxes, penalties or assessments or other monies, owed to, or arising out of the employment of or any relationship or arrangement with, any officer, director, employee, sales representative, contractor, consultant or other agent. Except as set forth in the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all applicable Laws relating to employment and the payment of wages and benefits. There are no, and the Company has no reason to believe there is no would be any, citations, investigations, administrative proceedings or formal complaints of violations of any federal or state wage and hour laws pending or, to the Knowledge knowledge of the Company, threatened strikebefore the Department of Labor or any federal, lockoutstate or administrative agency or court against or involving the Company or any of its Subsidiaries.
(e) The Company and each of its Subsidiaries are in compliance with all United States immigration laws relating to employment and have properly completed and maintained all applicable forms (including but not limited to I-9 forms) and, slowdownto the knowledge of the Company, there are no citations, investigations, administrative proceedings or work stoppage ; formal complaints of violations of the immigration laws pending or threatened before the Immigration and Naturalization Service or any federal, state or administrative agency or court against or involving the Company or any of its Subsidiaries.
(vf) there There are no investigations, administrative proceedings, charges or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability, handicap or veteran status) pending or threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against or involving the Company or any of its Subsidiaries. No discrimination, sexual harassment, retaliation and/or wrongful or tortious conduct claim is no unfair labor practice charge pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries pending before under the National 1866, 1877, 1964 or 1991 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Relations Board Standards Act, ERISA, or any other federal law relating to employment or any comparable labor relations authority; state or local fair employment practices act regulating discrimination in the workplace, and no wrongful discharge, libel, slander, invasion of privacy or other claim (viincluding but not limited to violations of the Fair Credit Reporting Act, as amended, and any applicable whistleblower statutes) there under any state or federal law is no pending or, to the Knowledge knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of against the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(bg) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of If the Company and or any of its Subsidiaries has been provided is a Federal, State or local contractor obligated to Parent. As of the date hereofdevelop and maintain an affirmative action plan, no discrimination claim, show-cause notice, conciliation proceeding, sanctions or debarment proceedings is pending or, to the Knowledge knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with been threatened against the Company or any of its Subsidiaries with the Office of Federal Contract Compliance Programs or any other Federal agency or any comparable state or local agency or court and no desk audit or on-site review is in progress.
(h) There are no citations, investigations, administrative proceedings or formal complaints of violations of local, state or federal occupational safety and health laws pending or, to the knowledge of the Company, threatened before the Occupational Safety and Health Review Commission or any federal, state or local agency or court against or involving the Company Subsidiaryor any of its Subsidiaries.
(i) No workers' compensation or retaliation claim is pending against the Company or any of its Subsidiaries in excess of $100,000 in the aggregate and the Company maintains adequate insurance with respect to workers' compensation claims pursuant to insurance policies that are currently in force, or has accrued an adequate liability for such obligations, including, without limitation, adequate accruals with respect to accrued but unreported claims and retroactive insurance premiums.
Appears in 2 contracts
Samples: Merger Agreement (General Electric Co), Merger Agreement (Showpower Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor union organization, nor are there any negotiations or discussions currently pending or occurring between the Company, or any of the Company Subsidiaries, and any union or employee association regarding any collective bargaining agreement or any other agreement with a work rules or polices. There is no unfair labor union practice or like organization; (ii) labor arbitration proceeding pending or, to the Knowledge Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries relating to their business. To the Company, as of the date hereof’s Knowledge, there are no activities organizational efforts with respect to the formation of a collective bargaining unit presently being made or proceedings of any labor organization to organize any threatened involving employees of the Company or any of its the Company Subsidiaries.
(b) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of the Company Subsidiaries and no demand for recognition as the exclusive bargaining representative of in any employees has been made forum by or on behalf of any labor present or like organization; (iii) no employees former employee of the Company or any of its Subsidiaries are represented by the Company Subsidiaries, any labor union applicant for employment or works council; (iv) as classes of the date hereofforegoing alleging breach of any express or implied employment contract, there is no pending or, to violation of any Law governing employment or the Knowledge of the Company, threatened strike, lockout, slowdowntermination thereof, or work stoppage ; (v) there is no unfair labor practice charge against any other discriminatory, wrongful or tortious conduct on the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees part of the Company or any of its Subsidiaries; and (vii) the Company Subsidiaries in connection with the employment relationship, which, individually or in the aggregate, has complied had or would reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2019, the Company and the Company Subsidiaries have been and are in compliance with (i) all applicable Laws related to respecting employment and employment practices, terms and conditions of employment, employment practicescollective bargaining, disability, immigration, health and safety, wages, hours and other terms benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and conditions the collection and payment of employment withholding or payroll Taxes and similar Taxes and (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state lawsii) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers obligations of the Company and its the Company Subsidiaries has under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding, except, in each case in subsections (i) and (ii), any such noncompliance that would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. Since January 1, 2019, all independent contractors and consultants providing personal services to the Company and the Company Subsidiaries have been provided properly classified as independent contractors for purposes of all Laws, including Laws with respect to Parent. As employee benefits, and all employees of the date hereofCompany and the Company Subsidiaries have been properly classified under the FLSA, except, in each case, as would not, individually or in the aggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.
(d) During the Knowledge of preceding three (3) years, (i) the Company, no current executive, key employee or group of employees has given notice of termination Company and the Company Subsidiaries have not effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or otherwise disclosed plans to terminate one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any of the Company SubsidiarySubsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) the Company and the Company Subsidiaries have not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Prologis, L.P.), Merger Agreement (DUKE REALTY LTD PARTNERSHIP/)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a6.21(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have Letter sets forth a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Companylist, as of the date hereofof this Agreement, there are no activities or proceedings of any labor organization to organize any all employees of the Company or any whose annual rate of its Subsidiaries base compensation exceeds $150,000 per year, along with the position and no demand for recognition as the exclusive bargaining representative annual rate of base compensation of each such person. The Company is not the subject of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of proceeding asserting that the Company has committed an unfair labor practice or any of its Subsidiaries are represented by is seeking to compel it to bargain with any labor union or works council; (iv) as of labor organization that, individually or in the date hereofaggregate, is reasonably likely to have a Company Material Adverse Effect, and there is no not pending or, to the Knowledge of the Company, threatened threatened, nor has there been during the past five (5) years any labor strike, lockoutdispute, slowdownwalkout, work stoppage, slow-down or work stoppage ; lockout involving the Company. The Company is not a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, and there are no labor organizations representing, purporting to represent or, to the Knowledge of the Company, seeking to represent any employees of Company.
(vb) there is All of the employees of the Company are “at will” employees. The Company has made available to Parent accurate and complete copies of all current employee manuals and handbooks, disclosure materials, policy statements and written particulars of employment relating to the employment of the employees of the Company. There are no unfair labor practice charge complaints, charges, demands or claims against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit to be brought or investigation filed with any Governmental Entity in connection with the employment by or before termination of employment of the Company of any Governmental Authority with respect individual, including but not limited to any claim relating to employment discrimination, wrongful termination, breach of contract, equal pay, sexual harassment, employee safety, and health, wages and hours, workers’ compensation, violation of public policy, fraud, retaliation or “whistleblowing,” except for routine claims incident to normal plan operation.
(c) No employee of the Company is on long or short term disability leave, receiving benefits pursuant to workers’ compensation legislation or on leave of absence, including but not limited to any leave of absence by reason of disability or pursuant to the Family and Medical Leave Act of 1993 or the Uniformed Services Employment and Reemployment Rights Act of 1994 or any related and/or comparable or applicable state Law. No current or former employees employee or consultant of the Company or any present or former spouse or child thereof is receiving benefits under any Benefit Plan pursuant to Section 4980B of its Subsidiaries; the Code or Part 6 of Subtitle B of Title I of ERISA or any similar state law (collectively, “COBRA”) or is entitled to elect COBRA coverage under any Benefit Plan as a result of an event occurring prior to Closing. Parent and Purchaser will not incur any liability for the improper classification by the Company of any employees as independent contractors or leased employees prior to the Closing.
(viid) The Company has been, and is, and the conduct of the business and operations of the Company has complied been, and is, in material compliance with all and not in material violation of any applicable Laws related regarding labor and employment matters including but not limited to employmentLaws relating to employment discrimination, employment practicesretaliation, wagesequal pay, sexual or any other form of harassment, employee safety and health, leaves of absence, reasonable accommodation, wages and hours required policies, postings and other terms disclosures and conditions authorizations, breach of employment (including the classification contract, wrongful termination in violation of public policy, workers compensation, California Business and compensation of employees for purposes of Professions Code 16600 et seq., the Fair Labor Standards Act Act, the California Labor Code, all wage and cognate state laws) hour Orders and other Laws in respect of any reduction in force, including notice, information and consultation requirementsall regulations promulgated thereunder.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) As of the Company Disclosure Schedule ordate hereof, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company Rovi nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement agreement, contract or other agreement or understanding with a labor union union, works council or like labor organization; (ii) there are no strikes, lockouts, slowdowns or work stoppages in effect or, to the Knowledge of the CompanyRovi, as of the date hereof, there are no activities or proceedings of any labor organization threatened with respect to organize any employees of the Company Rovi or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organizationSubsidiaries; (iii) to the Knowledge of Rovi, there is no union organizing effort pending or threatened against Rovi or any of its Subsidiaries; and (iv) no employees of the Company Rovi or any of its Subsidiaries are represented by any labor union union, works council or labor organization with respect to their employment with Rovi.
(b) Neither Rovi nor any of its Subsidiaries are required to provide notice to any works councilcouncil or similar representative body prior to the execution of this Agreement.
(c) Except as would not be material to Rovi and its Subsidiaries, taken as a whole, each of Rovi and each Subsidiary is in compliance with all currently applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of employees as exempt and non-exempt, and of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice.
(d) Rovi and each Subsidiary of Rovi is in material compliance with the WARN Act and any similar applicable state or local law. Since January 1, 2014, (i) Rovi has not effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business; (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of Rovi; (iii) Rovi has not engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation; and (iv) Rovi has not caused any of its employees to suffer an “employment loss” (as of defined in the WARN Act) during the 90 day period prior to the date hereof, there is no pending or, to of this Agreement.
(e) To the Knowledge of the CompanyRovi, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company independent contractor of Rovi or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge employee of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company Rovi or any of its Subsidiaries; and (vii) Subsidiaries at the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions level of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws Vice President or higher is in any respect in violation of any reduction in forceterm of any employment agreement, including noticenondisclosure agreement, information and consultation requirementscommon law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such independent contractor or employee, as applicable, relating (A) to the right of any such independent contractor or employee to be employed by Rovi or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information, except as would not have a Rovi Material Adverse Effect.
(bf) True and complete information Rovi is not and, since January 1, 2015, has not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided comply with Executive Order 11246 or (iii) required to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarymaintain an affirmative action plan.
Appears in 2 contracts
Samples: Merger Agreement (Tivo Inc), Agreement and Plan of Merger (Rovi Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union contract applicable to persons employed by the Company or like organization; (ii) any such Subsidiary, nor, to the Knowledge knowledge of the Company, as of the date hereof, are there are no any activities or proceedings of any labor organization union to organize any such employees. To the knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any such Subsidiary. There is no strike, controversy, slowdown, work stoppage or lockout occurring, or, to the knowledge of the Company, any threat thereof in writing, by or with respect to any employees of the Company or any of its Subsidiaries.
(b) Except as disclosed in Section 5.11(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have paid in full to all current and no demand former employees or adequately accrued for recognition as the exclusive bargaining representative of any employees has been made by in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any labor or like organization; (iii) no such employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current persons currently or former formerly employed by the Company or any such Subsidiary. Except as disclosed in Section 5.11(b) of the Company Disclosure Schedule, 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. There is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company, threatened with respect to the Company or its Subsidiaries. Except as disclosed in Section 5.11(b) of the Company Disclosure Schedule, there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any of its Subsidiaries; and (vii) Subsidiaries has employed or employ any person. Neither the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions nor any of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, received a claim from any Governmental Authority to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with effect that the Company or any Company Subsidiarysuch Subsidiary has improperly classified an individual as an independent contractor.
Appears in 2 contracts
Samples: Merger Agreement (Ndchealth Corp), Merger Agreement (Per Se Technologies Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the The Company Disclosure Schedule or, in the case of clauses (vi) represents and (vii), as would not reasonably be expected to have a Material Adverse Effect: warrants that:
(i) neither There are no material controversies pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective present or former employees.
(ii) Neither the Company nor any of its Subsidiaries Company Subsidiary is a named party to any collective bargaining agreement, work council agreement, work force agreement or any other agreement with a labor union contract applicable to persons employed by the Company or like organizationany Company Subsidiary except for those collective bargaining agreements, work council agreements, work force agreements or labor union contracts set forth on Section 4.11(a)(ii)(1) of the Disclosure Schedule; (ii) to the Knowledge knowledge of the Company none of the employees of the Company or any Company Subsidiary is represented by any union, works council, or any other labor organization except as set forth on Section 4.11(a)(ii)(2) of the Disclosure Schedule; and, to the knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization union to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; such employees.
(iii) There are no employees of the Company grievances filed pursuant to any collective bargaining agreement, work council agreement or any of its Subsidiaries are represented by any other labor union or works council; (iv) as of the date hereof, there is no contract currently pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any Company Subsidiary; nor are there any unfair labor practice complaints pending, or, to the knowledge of its Subsidiaries pending the Company, threatened, against the Company or any Company Subsidiary before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending orcourt, to the Knowledge of the Companytribunal or other Governmental Authority, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former union representation questions involving employees of the Company or any of its Subsidiaries; and Company Subsidiary.
(viiiv) All individuals who are or were performing consulting or other services for the Company has complied with or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all applicable Laws related material respects as either “independent contractors” (or comparable status in the case of a foreign Company Subsidiary) or “employees” as the case may be.
(v) There is no strike, slowdown, work stoppage or lockout, or, to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes knowledge of the Fair Labor Standards Act and cognate state laws) and other Laws in Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary. No consent of any reduction labor union is required to consummate any of the Transactions. There is no obligation to inform, consult or obtain consent in forceadvance of or simultaneously with the Transactions of any works council, including noticeemployee representatives or other representative bodies in order to consummate the Transactions, information and consultation requirementsexcept as set forth on Disclosure Schedule 4.11(a)(v).
(b) True The Company and complete information as the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to the nameemployment of labor, current job title including those related to wages, hours, collective bargaining, equal employment opportunity, occupational health and compensation safety, immigration, individual and collective consultation, notice of termination, and redundancy, and are not liable for each any arrears of wages, taxes, penalties or other sums for failure to comply with any of the last three years foregoing. There is no charge or other Action pending or, to the knowledge of all current directors and executive officers the Company, threatened before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Authority with respect to the employment practices of the Company or any Company Subsidiary, other than charges or Actions, individually or in the aggregate, that would not (i) prevent or materially delay consummation of the Offer or the Merger or (ii) if adversely determined, result in material liability to the Company or any Company Subsidiary. The employment of those employees of the Company and the Company Subsidiaries hired and based in the U.S. is terminable at will without cost or liability to the Company or its Subsidiaries, except for amounts earned prior to the time of termination and except as set forth in Disclosure Schedule 4.11(b).
(c) The Company has made available to Purchaser a list, as of the date hereof, of (i) each employee and consultant that provides services to the Company or any Company Subsidiary and the country (and state, for those located in the U.S.) in which each such employee and consultant is based and primarily performs his or her duties or services (except where the disclosure of such information would be prohibited by data privacy laws without the employee’s or consultant’s consent); and (ii) each such person’s position or title, annual base salary or wages, and date of hire. Section 4.11(c) of the Disclosure Schedule contains a list of the countries, which does not include the United States, in which data privacy laws prohibit the disclosure of information in this Section without the employee’s or consultant’s consent. The Company has made available to Purchaser a true and correct copy of all written employment and consulting contracts of each employee and consultant that provides services to the Company or any Company Subsidiary (except for (i) offer letters that provide for employment in the U.S. that is terminable at will and without cost or liability to the Company or its Subsidiaries has and (ii) employment and consulting contracts for employees and consultants hired and based in locations outside the U.S., in which case only forms of such contracts shall be scheduled, unless such individual contract is a Company Material Contract). Such contracts or forms have been provided to Parentmade completely anonymous for those employees based in jurisdictions where this is required under applicable data privacy/protection Laws. As of the date hereof, no officer or employee holding the position of vice president or above has terminated or has advised the Company or any Company Subsidiary of his or her intention to the Knowledge terminate his or her relationship or status as an employee or consultant of the CompanyCompany or the Subsidiary for any reason, including because of the consummation of the transactions contemplated by this Agreement and, except as set forth on Section 4.11(c)-1 of the Disclosure Schedule, the Company and the Subsidiary have no current executive, key plans or intentions as of the date hereof to terminate any such employee or group consultant. Section 4.11(c)-2 of employees has given notice the Disclosure Schedule sets forth a complete and accurate list of termination all offers of employment or otherwise disclosed plans that are outstanding to terminate employment with any person from the Company or any Company Subsidiary. This list of offers of employment has been made completely anonymous with regard to those offerees based in jurisdictions where this is required under applicable data privacy/protection laws.
Appears in 2 contracts
Samples: Merger Agreement (Wind River Systems Inc), Merger Agreement (Intel Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, and there are no activities such agreements which pertain to or proceedings cover employees of the Company or any labor organization to organize any of its Subsidiaries. No current employees of the Company or any of its Subsidiaries and no demand for recognition as (the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii“Employees”) no employees of the Company or any of its Subsidiaries are represented by any labor union organization. No labor organization or works council; (iv) as group of the date hereofEmployees has made a pending demand for recognition of a bargaining representative, and there is are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened striketo be brought or filed, lockout, slowdown, with the National Labor Relations Board or work stoppage ; (v) there other labor relations tribunal. There is no unfair labor practice charge against organizing activity involving the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit by any labor organization or investigation by or before any Governmental Authority with respect to any current or former employees group of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsEmployees.
(b) True and complete information as to the nameThere are no outstanding (i) strikes, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofwork stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of the Company, no current executive, key employee threatened against or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, material grievances or material complaints pending or, to the Knowledge of the Company Subsidiaryor the knowledge of the Sellers, threatened by or on behalf of any Employee or group of Employees.
(c) There are no material complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed, with any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. Each of the Company and its Subsidiaries is in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing.
(d) The Company has not incurred any Liability under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local law within the last six (6) months which remains unsatisfied.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orwould not, individually or in the case of clauses (vi) and (vii)aggregate, as would not reasonably be expected to have a Material Adverse Effect: material adverse effect on FoxHollow, (i) neither there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the Company knowledge of FoxHollow, threatened against FoxHollow or any of its Subsidiaries, (ii) no union, works council or other labor organization represents, or claims to represent, any group of employees with respect to their employment by FoxHollow or any of its Subsidiaries and no union organizing campaign with respect to the employees of FoxHollow or its Subsidiaries is threatened or underway, (iii) there is no unfair labor practice charge or complaint against FoxHollow or its Subsidiaries pending or, to the knowledge of FoxHollow, threatened before the National Labor Relations Board or any similar state or foreign agency, (iv) there is no grievance pending relating to any collective bargaining agreement or other grievance procedure, (v) no charges with respect to or relating to FoxHollow or its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other state or foreign agency responsible for the prevention of unlawful employment practices and (vi) no employee of FoxHollow or its Subsidiaries is in violation of (and to the knowledge of FoxHollow no written allegation has been made that any employee is in violation of) any term of any restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to a former employer of any such employee relating (A) to the right of any such employee to be employed by FoxHollow or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. Neither FoxHollow nor any of its Subsidiaries is a party to a current conciliation agreement, consent decree, or other agreement or order with any Governmental Entity with respect to labor or employment practices. Section 3.1(q) of the FoxHollow Disclosure Schedule sets forth a complete and accurate list of all foreign works’ councils to which FoxHollow or any of its Subsidiaries are subject and the jurisdictions of each such works’ council or similar labor body and any collective bargaining agreement agreement, works’ council or other similar labor agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company between FoxHollow or any of its Subsidiaries and no demand for recognition as the exclusive bargaining any union representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company similar employee representative within FoxHollow or any of its Subsidiaries to which employees located outside the United States are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of subject. FoxHollow and its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has have complied with all applicable Laws related to employmentApplicable Law and all collective bargaining agreements, employment practices, wages, hours works’ council agreements or similar labor agreements in connection with the execution and other terms and conditions of employment (including the classification and compensation of employees for purposes delivery of the Fair Labor Standards Act Agreement and cognate state laws) and other Laws in respect the consummation of any reduction in forcethe transactions contemplated by this Agreement, including but not limited to providing required notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Foxhollow Technologies, Inc.), Merger Agreement (Ev3 Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) 5.11 of the Company Disclosure Schedule or, in sets forth the case name and current rate of clauses (vi) compensation of each employee of the Company and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither its subsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any collective bargaining agreement or any other agreement with a labor union or like organizationunion; (ii) and, to the Knowledge knowledge of the Company, as of there has been no effort by any labor union during the 24 months prior to the date hereof, there are no activities or proceedings of any labor organization hereof to organize any employees of the Company or any of its Subsidiaries subsidiaries into one or more collective bargaining units. There is no pending or, to the knowledge of the Company, threatened labor dispute, strike or work stoppage which materially affects or which may materially affect the business of the Company or any of its subsidiaries or which may materially interfere with its continued operations. None of the Company, its subsidiaries or any agent, representative or employee thereof has, within the last 24 months, committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no demand for recognition as pending or, to the exclusive bargaining knowledge of the Company, threatened charge or complaint against the Company or any of its subsidiaries by or with the National Labor Relations Board or any representative of any employees thereof. There has been made by no strike, walkout or on behalf work stoppage involving any of any labor or like organization; (iii) no the employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of subsidiaries during the 24 months prior to the date hereof, there is no pending or, to the Knowledge . Each of the CompanyCompany and its subsidiaries has complied in all material respects with applicable laws, threatened strikerules and regulations relating to employment, lockoutcivil rights and equal employment opportunities, slowdownincluding but not limited to, or work stoppage ; (v) there is no unfair labor practice charge against the Civil Rights Act of 1964, the Fair Labor Standards Act, and the Americans with Disabilities Act, as amended. Except as set forth in Section 5.11 of the Company Disclosure Schedule, the Company has no knowledge that any executive or any key employee or group of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company subsidiaries has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarysuch subsidiaries as a result of the transactions contemplated hereby or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (North American Scientific Inc), Merger Agreement (Friede John A)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orSince January 1, in the case of clauses (vi) and (vii)2004, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Company Subsidiaries is has been a party to to, or bound by, or conducted negotiations regarding, any collective bargaining agreement or other agreement contracts, arrangements, agreements or understandings with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of that was certified by the Company NLRB or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by voluntarily recognized or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there recognized under foreign Law. There is no material existing, pending or, to the Knowledge of the CompanySeller, threatened strike(i) Concerted Action involving the employees of Company or any of Company Subsidiaries, lockout, slowdown, or work stoppage ; (vii) there is no unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against the or involving Company or any of its Subsidiaries pending before the National Labor Relations Board Company Subsidiaries, (iii) election petition or other activity or proceeding by a labor union or representative thereof to organize any employees of Company or any comparable of Company Subsidiaries, (iv) certification or decertification question relating to collective bargaining units at the premises of Company or any of Company Subsidiaries, or (v) grievance or arbitration demand against Company or any of Company’s Subsidiaries whether or not filed pursuant to a collective bargaining agreement. To the Knowledge of Seller, neither the employees of Company nor the employees of any of Company Subsidiaries have engaged in a material Concerted Action in the past three years.
(b) To the Knowledge of Seller, none of Company, any of Company Subsidiaries or any of their respective representatives or employees has committed an unfair labor relations authority; (vi) there practice in connection with the operation of the respective businesses of Company or any of Company Subsidiaries. Each of Company and Company Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, and wages and hours. Each of Company and Company Subsidiaries has reasonably classified under all applicable Laws any workers it deems independent contractors, except to the extent that such mis-classification would not be material to Company and Company Subsidiaries, taken as a whole. Each of Company and Company Subsidiaries has reasonably classified any workers exempt from minimum wage and/or overtime and their minimum wage and overtime calculations comply with applicable Laws, except to the extent that such mis-classification would not be material to Company and Company Subsidiaries. There are no material controversies pending or, to the Knowledge of the Seller, threatened between Company, threatened grievance, charge, complaint, audit or investigation by or before Company Subsidiaries and any Governmental Authority with respect to any of its current or former employees of the Company which have resulted in, or would reasonably be expected to result in, an action, suit, proceeding, claim, arbitration or investigation before any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsGovernmental Entity.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sba Communications Corp), Stock Purchase Agreement (Sba Communications Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of with respect to the Company Disclosure Schedule orCompany's Kordoba Subsidiary, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Companyagreement, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as organization. Within the preceding three years of the date hereofof the Initial Agreement, there is have been no material representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to Parent's Knowledge, threatened to be brought or filed with the Knowledge National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years of the Companydate of the Initial Agreement, threatened striketo Parent's Knowledge, lockout, slowdown, or work stoppage ; (v) there is have been no unfair labor practice charge against organizing activities involving the Company or any of its Subsidiaries pending before the National Labor Relations Board in respect of any group of employees of Company or any comparable of its Subsidiaries.
(b) There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations, or material grievances or other material labor relations authority; (vi) there is no disputes pending or, to Parent's Knowledge, threatened against or involving the Knowledge Company or any of its Subsidiaries.
(c) There are no material unfair labor practice charges, grievances or complaints pending or, to Parent's Knowledge, threatened by or on behalf of any employee or group of employees of the CompanyCompany or its Subsidiaries. There are no complaints, charges, or claims against the Company or its Subsidiaries pending or, to Parent's Knowledge, threatened grievance, charge, complaint, audit to be brought or investigation by or before filed with any Governmental Authority Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or its Subsidiaries.
(d) To Parent's Knowledge, as of the date of the Initial Agreement, no officer or key employee, or any group of key employees, intends to terminate his, her, or their employment with respect to the Company or any current of its Subsidiaries. The employment of each officer and U.S. employee of the Company and its Subsidiaries is terminable at the will of the Company or former employees such Subsidiary, as the case may be. To Parent's Knowledge, no officer, employee, agent, or consultant of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to Subsidiaries is in violation of any material term of any employment, employment practicesconsultant, wagesnon-disclosure, hours and non-competition, confidentiality, or other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsequivalent agreement.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/), Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Parent and each of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: its Subsidiaries (i) neither has withheld and paid to the Company appropriate Governmental Entities, or is withholding for payment not yet due to such entities, all amounts required to be withheld from its employees; (ii) is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; and (iii) has complied in all material respects with all applicable Laws relating to the employment of labor, including Title VII of the Federal Civil Rights Act of 1964, as amended, the Occupational Safety and Health Act, and those relating to hours, wages, collective bargaining and the payment and withholding of Taxes and other sums as required by appropriate authorities.
(b) Neither Parent nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) contract applicable to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company Parent or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or Subsidiaries. Neither Parent nor any of its Subsidiaries are represented by is subject to any labor union or works council; (ivi) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries complaint pending before the National Labor Relations Board or any comparable other federal, state, local or foreign agency, (ii) pending or threatened labor relations authority; strike, slowdown, work stoppage, lockout, or other organized labor disturbance, or threat thereof, (viiii) there is no pending orgrievance proceeding, to (iv) pending representation question respecting the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company Parent or any of its Subsidiaries; and , (viiv) the Company has complied with all applicable Laws related pending arbitration proceeding arising out of or under any collective bargaining agreement or (vi) attempt by any union to employment, employment practices, wages, hours and other terms and conditions represent employees of employment (including the classification and compensation Parent or any of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsits Subsidiaries as a collective bargaining agent.
(bc) True and complete information as to the name, current job title and compensation for each None of the last three years current or former independent contractors of all current directors Parent or any of its Subsidiaries could be reclassified as an employee, except as would not have and executive officers of the Company would not reasonably be expected to have or result in a material adverse effect on Parent and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiarySubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of Neither the Company Disclosure Schedule nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice. There are no pending or, in to the case Company's Knowledge, threatened labor strikes, disputes, walkouts, work stoppages, slow-downs or lockouts involving the Company or any of clauses (vi) its Subsidiaries and (vii), as would during the past three years there has not reasonably be expected to have a Material Adverse Effect: (i) neither been any such action. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement with a labor union or like organization; (ii) and, to the Knowledge of the Company, as of the date hereof's Knowledge, there are no union organizing activities or proceedings of any labor organization to organize any employees of among the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) . To the Company's Knowledge, the Company has complied (i) is in compliance, in all material respects, with all applicable Laws related to respecting employment, employment practices, wagesterminated employees, hours and other terms and conditions of employment employment, wages and hours, and occupational safety and health, and is not engaged in any unfair labor practices; (including the classification ii) has withheld and compensation reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) is not liable for any arrears of employees wages or any taxes or any penalty for purposes failure to comply with any of the Fair Labor Standards Act foregoing; and cognate state laws(iv) and is not liable for any payment to any trust or other Laws in respect fund governed by or maintained by or on behalf of any reduction Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in forcethe normal course of business and consistent with past practice). To the Company's Knowledge, including noticethere are no pending, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of threatened or reasonably anticipated claims or actions against the Company and its Subsidiaries under any worker's compensation policy or long term disability policy. The Company has been provided no direct or indirect material liability with respect to Parent. As any misclassification of the date hereofany person as an independent contractor or consultant rather than as an Employee, or with respect to the Knowledge any misclassification of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryEmployee leased from another employer.
Appears in 2 contracts
Samples: Combination Agreement (Realnetworks Inc), Combination Agreement (WiderThan Co., Ltd.)
Labor and Employment Matters. (ai) Except as disclosed in Section 3.12(a) Neither the Company nor any of its Subsidiaries are a party to, or bound by, any collective bargaining agreement, labor agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, labor organization or works council covering any of their respective employees. To the Company’s Knowledge, no employees of the Company Disclosure Schedule and/or any of its Subsidiaries are represented by any labor organization with respect to their employment with the Company and/or its Subsidiaries and there are no current union certification, representation or organization efforts with respect to the Company’s and/or its Subsidiaries’ employees. There are no current, pending or, to the Company’s Knowledge, threatened labor strikes, slowdowns, work stoppages or lockouts with respect to the Company’s and/or its Subsidiaries’ employees. To the Company’s Knowledge, (i) there are no or material arbitrations, grievances, or labor disputes with respect to the Company’s and/or its Subsidiaries’ employees and (ii) there is no unfair labor practice charge or complaint against the Company and/or any of its Subsidiaries pending or threatened.
(ii) Except as, individually or in the case of clauses (vi) and (vii)aggregate, as would not reasonably be expected to have a Material Adverse Effect: , the Company and its Subsidiaries are presently in compliance with all applicable Laws related to employment and employment practices, including, all applicable Laws respecting terms and conditions of employment, equal employment opportunity, employment discrimination, wage and hour, immigration, occupational health and safety, workers’ compensation, the payment of social security and other employment taxes, disability rights or benefits, plant closures and layoffs, affirmative action, labor relations, employee leave issues and unemployment insurance.
(iii) To the Company’s Knowledge, and except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no employee of the Company and/or any of its Subsidiaries is in any respect in violation of any term of any employment agreement, consulting agreement, Restrictive Covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to a former employer of any such employee relating (i) neither to the right of any such employee to work for the Company or any of its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(iv) To the Company’s Knowledge, no management-level (at the director level or above) or executive employee of the Company and/or any of its Subsidiaries presently intends to terminate his or her employment.
(v) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or other violation of any employment agreement, consulting agreement, collective bargaining agreement or any other labor-related agreement to which Company or any of its Subsidiaries is a party. In connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, either (i) the Company and its Subsidiaries are not required to provide notice to or consult with, or (ii) the Company and its Subsidiaries have provided any required notice to, or engaged in any required consultation with, any labor union, labor organization or works council, pursuant to any collective bargaining agreement, works council contract or any other labor-related agreement to which the Company or any of its Subsidiaries is a party or pursuant to applicable Law.
(vi) Neither the Company nor any of its Subsidiaries is a party to has incurred any collective bargaining agreement Liability or other agreement with a labor union or like organization; (ii) to obligation under the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company Worker Readjustment and Notification Act or any of its Subsidiaries and no demand for recognition as other comparable state or local Law in the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsUnited States which remains unsatisfied.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Orthovita Inc)
Labor and Employment Matters. (a) Except As of the date hereof, no union or other labor organization has been recognized or certified as disclosed in Section 3.12(a) the representative of any employees of the Company Disclosure Schedule or any subsidiary of the Company for purposes of collective bargaining, and neither the Company nor any subsidiary of the Company is a party to any collective bargaining agreement or any other agreement currently in effect with any labor organization or other representative of any employees of the Company or any subsidiary of the Company (the “Collective Bargaining Agreements”), nor is any such agreement being negotiated by the Company or any subsidiary of the Company as of the date hereof.
(b) To the Company’s knowledge, as of the date hereof, there is no union organizing activity ongoing among the employees of the Company or any subsidiary of the Company, nor has any union or labor organization made any demand for recognition. As of the date hereof and since the Applicable Date, there are and have been no strikes, work stoppages, slowdowns, lockouts or similar labor disputes pending or, to the knowledge of the Company, threatened in writing against the Company or any of its subsidiaries as of the date hereof, in each case, that would be material to the Company and its subsidiaries, taken as a whole.
(c) Except as would not, individually or in the case of clauses (vi) and (vii)aggregate, as would not reasonably be expected to have a Material Adverse Effect: , (ia) neither there are no actions, charges, complaints, government investigations or other proceedings pending against the Company nor or any of its Subsidiaries is a party to subsidiaries by or before any collective bargaining agreement judicial, administrative or other agreement with a arbitral tribunal, board, authority, agency, body or court which arise out of labor union or like organization; (ii) to the Knowledge and employment, as of the Companydate hereof, and (b) the Company and each of its subsidiaries is in material compliance with all applicable Laws relating to employment matters, including the payment of wages for all time worked, the payment of overtime, the engagement of individuals as contractors, plant closing and mass layoff notice requirements under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law, and the provision of meal, rest and other breaks. As of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no grievances pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation subsidiaries by or before any Governmental Authority with respect judicial, administrative or arbitral tribunal, board, authority, agency, body or court arising out of labor and employment or relating to any current union recognition, accretion, or former employees of card check/neutrality agreements between the Company and any union except as would not, individually or any of its Subsidiaries; and (vii) in the Company has complied with all applicable Laws related aggregate, reasonably be expected to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as be material to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofsubsidiaries, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarytaken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Walgreens Boots Alliance, Inc.), Merger Agreement (Rite Aid Corp)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would The Seller is not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement Contract that pertains to any Business Employees. There are no, and during the past three years have been no, organizing activities or other agreement with a labor union or like organization; (ii) collective bargaining arrangements that could affect the Business pending or, to the Knowledge of the CompanySeller, as under discussion with any Business Employees or any labor organization. There is no, and during the past three years there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge of the date hereofSeller, threatened against or affecting the Business or the Seller in connection with the Business, nor is there are no activities any reasonable basis for any of the foregoing. The Seller has not breached or proceedings otherwise failed to comply with the provisions of any labor organization to organize collective bargaining or union Contract affecting any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries Business Employees. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the CompanySeller, threatened strikeunion grievances or union representation questions involving any Business Employees.
(b) The Seller is and during the past three years has been in compliance in all material respects with all applicable Laws respecting employment, lockoutincluding discrimination or harassment in employment, slowdownterms and conditions of employment, or work stoppage ; (v) there termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors, in connection with the Business. The Seller is no not engaged in any unfair labor practice charge against the Company or any of its Subsidiaries pending before practice, as defined in the National Labor Relations Board Act or any comparable other applicable Laws, in connection with the Business. No unfair labor relations authority; (vi) there practice or labor charge or complaint is no pending or, to the Knowledge of the CompanySeller, threatened grievancewith respect to the Business or the Seller in connection with the Business before the National Labor Relations Board, chargethe Equal Employment Opportunity Commission or any other Governmental Authority.
(c) The Seller has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and is not liable for any arrears of wages, complainttaxes, audit penalties or investigation by other sums for failure to comply with any applicable Laws relating to the employment of labor in connection with the Business. The Seller has paid in full to all Business Employees or before adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf thereof.
(d) The Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to or affecting Business Employees or employment practices in connection with respect to any current or former employees of the Company or Business. Neither the Seller nor any of its Subsidiaries; and (vii) executive officers has received within the Company has complied with all applicable Laws related past three years any written notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as conduct an investigation relating to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofBusiness and, to the Knowledge of the CompanySeller, no current executive, key such investigation is in progress.
(e) No employee or group of employees the Business has given notice of termination of suffered an “employment or otherwise disclosed plans to terminate employment with loss” (as defined in the Company or any Company SubsidiaryWorker Adjustment and Retraining Notification Act) in the past 90 days.
Appears in 2 contracts
Samples: Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)
Labor and Employment Matters. (a) Except The Company and its Subsidiaries are and for the past three (3) years have been in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three (3) years, there has not been, and as disclosed in Section 3.12(aof the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or lockout against the Company or any of its Subsidiaries by employees.
(b) No employee of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor or any of its Subsidiaries is a party to any covered by an effective or pending collective bargaining agreement or other agreement with a similar labor union or like organization; (ii) to agreement. To the Knowledge knowledge of the Company, as of the date hereof, there are no activities or proceedings has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company or any of its Subsidiaries and Subsidiaries. There are no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iiii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations authority; (vi) there is no pending or, tribunal or authority and to the Knowledge knowledge of the Company no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement.
(c) To the knowledge of the Company, threatened grievanceno current employee or officer of the Company or any of its Subsidiaries intends, chargeor is expected, complaintto terminate his employment relationship with such entity in connection with or as a result of the transactions contemplated hereby.
(d) During the preceding three (3) years, audit (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or investigation one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Company nor any of its Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. The Company and its Subsidiaries currently properly classify and for the past three (3) years have properly classified their respective employees as exempt or nonexempt in accordance with applicable overtime laws, and no person treated as an independent contractor or consultant by the Company or before any Governmental Authority of its Subsidiaries within the past three (3) years should have been properly classified as an employee under applicable Law.
(e) Except as set forth on Section 4.13(e) of the Company Disclosure Letter, with respect to any current or former employees employee, officer, consultant or other service provider of the Company or any of its Subsidiaries; and (vii) , there are no Actions against the Company has complied or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, in connection with all applicable Laws related the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company or any of its Subsidiaries, including, without limitation, any claim relating to employmentemployment discrimination, harassment, retaliation, equal pay, employment practicesclassification or any other employment related matter arising under applicable Laws, wagesexcept where such action would not, hours and other terms and conditions individually or in the aggregate, result in the Company or any of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsits Subsidiaries incurring a material liability.
(bf) True and complete information Except as to the name, current job title and compensation for each of the last three years of all current directors and executive officers set forth on Section 4.13(f) of the Company Disclosure Letter, the execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any of its Subsidiaries has is a party.
(g) Since January 1, 2022, (i) no allegations of workplace sexual harassment, discrimination or other misconduct have been provided to Parent. As of the date hereofmade, initiated, filed or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective current or former directors, officers or senior level management employees, (ii) to the knowledge of the Company, no current executiveincidents of any such workplace sexual harassment, key employee discrimination or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with other misconduct have occurred, and (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their directors, officers or employees described in clause (i) hereof or any independent contractor.
(h) The Company Subsidiaryand its Subsidiaries are and have at all relevant times been in compliance in all material respects with (i) COVID-19 related Laws, standards, regulations, orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other Governmental Entity; and (ii) the Families First Coronavirus Response Act (including with respect to eligibility for tax credits under such Act) and any other applicable COVID-19 related leave Law, whether state, local or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its the Subsidiaries is a party to to, or bound by, any collective bargaining agreement or other agreement contracts, arrangements, agreements or understandings with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of that was certified by the Company National Labor Relations Board (“NLRB”) or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there other Governmental Entity. There is no existing, pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (vi) there is no unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against or involving the Company or any of its Subsidiaries pending before the National Labor Relations Board Subsidiaries, (ii) activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any comparable of the Subsidiaries, (iii) certification or decertification question relating to collective bargaining units at the premises of the Company or any of the Subsidiaries or (iv) lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees.
(b) Since January 1, 2007, neither the Company nor any of the Subsidiaries has experienced any labor relations authority; (vi) strike, work slowdown or stoppage or other material labor dispute and there is no such strike, slowdown, stoppage, or dispute actually pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit against or investigation by or before any Governmental Authority with respect to any current or former employees of affecting the Company or any of its the Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(bc) True and complete information as to the nameThere are no investigations, current job title and compensation for each administrative proceedings, charges or formal complaints of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofdiscrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability, handicap, veteran status, or other protected category) pending or, to the Knowledge of the Company, no current executivethreatened before the Equal Employment Opportunity Commission or any federal, key employee state or group of employees has given notice of termination of employment local agency or otherwise disclosed plans to terminate employment with court against or involving the Company or any of the Subsidiaries that involve allegations of disparate impact, pattern or practice or class-wide discrimination. The Company Subsidiaryand its Subsidiaries have complied in all material respects with all applicable labor and employment Laws, including the Worker Adjustment and Retraining Notification Act.
Appears in 2 contracts
Samples: Merger Agreement (iPCS, INC), Merger Agreement (Sprint Nextel Corp)
Labor and Employment Matters. (a) Neither the Company nor any subsidiary is a party to any collective bargaining agreement with any labor organization or other Representative of any Company Employees, nor is any such agreement presently being negotiated by the Company. Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orhas not had and would not, individually or in the case of clauses (vi) and (vii)aggregate, as would not reasonably be expected to have a Material Adverse Effect: (i) , there are not any, and neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; subsidiaries have received notice of any, (iii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge complaints pending against the Company or any of its Subsidiaries pending subsidiary before the National Labor Relations Board or any comparable other labor relations tribunal or authority; , (viii) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit charge or investigation by or before any Governmental Authority with respect to any current or former employees of complaint against the Company or any of its Subsidiaries; and subsidiaries pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices or (viiiii) complaints or lawsuits against the Company has complied with all applicable Laws related or any of its subsidiaries concerning any Company Employee alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent jurisdiction. There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes knowledge of the Fair Labor Standards Act and cognate state laws) and other Laws in respect Company, threatened against or involving the Company or any of its subsidiaries, nor are there any reduction in force, including notice, information and consultation requirementsunion organizing activities involving the Company Employees to authorize representation by any labor organization.
(b) True The Company and complete information as to the name, current job title and compensation for each of its subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, immigration, Form I-9 matters, labor relations, employee leave issues and unemployment insurance and related matters except for any non-compliance which has not had and would not, individually or in the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided aggregate, reasonably be expected to Parenthave a Material Adverse Effect. As of the date hereof, All individuals who provide services to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or its subsidiaries have at all times been accurately classified with respect to such services as an employee or an independent contractor and as exempt from overtime or as not so exempt except for any Company Subsidiarynon-compliance which has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Phoenix Companies Inc/De), Merger Agreement
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other similar agreement with a labor union or like organization; organization with respect to employees (iiother than as mandated or imposed by a Governmental Authority). There is currently no, and in the last three (3) years there has been no, material (i) unfair labor practice, labor dispute (including individual grievances) or labor arbitration proceeding pending, or to the Knowledge knowledge of the Company, as threatened against the Company or any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union or representative thereof to the knowledge of the date hereof, there are no activities or proceedings of any labor organization Company to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; Subsidiaries, (iii) no employees of the Company lockout, strike, slowdown, work stoppage, other job action or any of its Subsidiaries are represented threat thereof by any labor union or works council; with respect to such employees, or (iv) as of the date hereofcomplaint, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, charge or work stoppage ; (v) there is no unfair labor practice charge claim against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge Company’s knowledge, threatened, with any public or Governmental Authority, arbitrator or court based on, arising out of, in connection with or otherwise relating to the employment or termination of the Company, threatened grievance, charge, complaint, audit employment or investigation failure to employ by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) Subsidiaries of any individual. Neither the Company nor any of its Subsidiaries has complied in the last three (3) years had any actual or contingent material liability with respect to the misclassification of any service provider as an independent contractor rather than as an employee, or as exempt rather than non-exempt, or with respect to any employee leased from another employer, or with respect to any individual being improperly excluded from participation in any Employee Plan. The Company and its Subsidiaries are in material compliance with all applicable Applicable Laws related governing the employment of labor, including, without limitation, those relating to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of hours, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and cognate any similar state laws) or local “mass layoff” or “plant closing” law (collectively, the “WARN Act”), collective bargaining, discrimination, civil rights, safety and other Laws in health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. There has been no “mass layoff” or “plant closing” as defined under the WARN Act with respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of within the date hereof, six (6) months prior to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryEffective Time.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Ingram Micro Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orNo Business Employee is covered by any collective bargaining agreement, in the case of clauses (vi) labor contract or other written agreement or arrangement with any labor union, and (vii)no collective bargaining agreement, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor labor contract or other written agreement or arrangement with any labor union is being negotiated by Seller or any of its Subsidiaries is a party Affiliates relating to any collective bargaining agreement or other agreement with a labor union or like organization; Business Employee.
(iib) to To the Knowledge of the CompanySeller, as no union organizing campaign or activity is in progress or anticipated with respect to any Business Employee.
(c) As of the date hereof, there are no activities pending or, to the Knowledge of Seller, threatened strikes, lockouts, work stoppages or proceedings of slowdowns involving the Business Employees, except for any labor organization to organize any employees of such strikes, lockouts, work stoppages or slowdowns that would not, individually or in the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; aggregate, have a Material Adverse Effect.
(iiid) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as As of the date hereof, there is no unfair labor practice proceeding involving the Business Employees before the National Labor Relations Board pending or, to the Knowledge of the CompanySeller, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company Seller or any of its Subsidiaries pending before Affiliates, except for any such proceedings that would not, individually or in the National Labor Relations Board or any comparable labor relations authority; aggregate, have a Material Adverse Effect.
(vie) As of the date hereof, there is are no pending or, to the Knowledge of the CompanySeller, threatened grievancelawsuits, chargeadministrative charges, complaintgovernment investigations or other proceedings against Seller involving the Business Employees, audit except for any such lawsuits, administrative charges, government investigations or investigation by other proceedings that would not, individually or before any Governmental Authority in the aggregate, have a Material Adverse Effect.
(f) Each Business Employee has completed and Seller has retained an Immigration and Naturalization Service Form I-9 in accordance with applicable Law with respect to any current each Business Employee for whom a Form I-9 is required under applicable Law. During the last five years, for each Business Employee from whom Seller has received written notification from a Governmental Authority identifying an issue, potential issue, or former employees of discrepancy with regard to the Company Business Employee’s social security number (or purported social security number) or authorization to work, such Business Employee or Seller has resolved in accordance with applicable Law each discrepancy or non-compliance with applicable Law with respect to such social security number (or, if applicable, such purported social security number) or other discrepancy regarding work authorization, except where the failure to do so, either individually or in the aggregate, would not be material.
(g) Seller has taken reasonable steps to ensure that all persons performing services to Seller or any of its Subsidiaries; Affiliates who are classified and treated as independent contractors, contractors or in a similar capacity qualify as independent contractors and not as employees under applicable Law, and to the Knowledge of Seller all such persons qualify as independent contractors and not as employees under applicable Law.
(h) Seller or its Affiliates have paid in full to all Business Employees all wages, salaries, bonuses, vacation and other paid time off, and commissions due and payable to such Business Employees and has fully reserved in its books of account all amounts for wages, salaries, accrued vacation and other paid time off, bonuses (estimated and prorated for the fiscal year to date), and commissions due but not yet payable to such Business Employees, except where the amount not so paid or reserved would not be material.
(i) Seller has previously made available to Purchaser a schedule setting forth each Business Employee’s: (i) name, (ii) date of hire (and date of seniority, if different), (iii) principal place of employment, (iv) classification as exempt or non-exempt, (v) status as full-time, part-time or on-leave as of the Closing Date, (vi) rate of base compensation as of the Closing Date, and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and target bonus or incentive compensation for each of the last three years of all Seller’s current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiaryfiscal year.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)
Labor and Employment Matters. (a) Except as disclosed The Pubco Companies are and for the past three (3) years have been in Section 3.12(acompliance in all material respects with all applicable Laws relating to labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three (3) of the Company Disclosure Schedule oryears, in the case of clauses (vi) there has not been, and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, this Agreement there is no not pending or, to the Knowledge of Pubco, threatened, any labor dispute, work stoppage, labor strike or lockout against a Pubco Company by employees.
(b) No employee of a Pubco Company is covered by an effective or pending collective bargaining agreement or similar labor agreement. To the Knowledge of Pubco, there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of a Pubco Company, threatened strike, lockout, slowdown, or work stoppage ; . There are no (vi) there is no unfair labor practice charge charges or complaints against the a Pubco Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations authority; tribunal or authority and to the Knowledge of Pubco no such representations, claims or petitions are threatened, (viii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against a Pubco Company that arose out of or under any collective bargaining agreement.
(c) To the Knowledge of Pubco, no current employee or officer of a Pubco Company intends, or is expected, to terminate such individual’s employment relationship with such Pubco Company in connection with or as a result of the transactions contemplated hereby.
(d) During the preceding three years, (i) no Pubco Company has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there is has not occurred a “mass layoff” (as defined in the WARN Act) in connection with a Pubco Company affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) no pending Pubco Company has not engaged in layoffs or employment terminations sufficient in number to trigger notice obligations under any similar state, local or foreign law.
(e) With respect to any current or former employee, officer, consultant or other service provider of a Pubco Company, there are no Actions against such Pubco Company pending, or to the Knowledge of Pubco, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of a Pubco Company, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such action would not, individually or in the aggregate, result in the Pubco Companies (taken as a whole) incurring a material liability.
(f) Since January 1, 2019, (i) no allegations of workplace sexual harassment, discrimination or other misconduct relating to such unlawful harassment or discrimination have been initiated, filed before any Governmental Entity, communicated to Pubco or, to the Knowledge of the CompanyPubco, threatened grievancethreatened, chargein each case, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the against a Pubco Company or any of its Subsidiariesrespective current or former directors, officers or senior level management employees (in each case, in their capacities as such), (ii) to the knowledge of Pubco, no incidents of any such workplace sexual harassment, discrimination or other misconduct relating to such unlawful harassment or discrimination have occurred, and (iii) no Pubco Company has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their directors, officers or employees described in clause (i) hereof or any independent contractor (in each case, in their capacities as such).
(g) The Pubco Company are and have at all relevant times been in compliance in all material respects with (i) COVID-19 related Laws, standards, regulations, Orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other Governmental Entity; and (viiii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment Families First Coronavirus Response Act (including the classification and compensation of employees with respect to eligibility for purposes of the Fair Labor Standards Act and cognate state lawsTax credits under such Act) and any other Laws in respect of any reduction in forceapplicable COVID-19 related leave Law, including noticewhether state, information and consultation requirementslocal or otherwise.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Enterprise Diversified, Inc.), Merger Agreement (Enterprise Diversified, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orLetter contains a correct and complete list of all of the Company Employees, together with each Company Employee’s title or job description and work location. The Company has separately delivered to Parent a correct and complete list of each Company Employee’s annualized salary or hourly wage rate.
(b) Except as set forth in Section 3.12(b) of the case of clauses (vi) and (vii)Company Disclosure Letter, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Company Employees, nor is any such collective bargaining agreement with being negotiated, nor are there any Company Employees represented by a trade union or a labor union or like organization; (ii) organization or, to the Knowledge of the Company’s Knowledge, as of the date hereof, there are no activities or proceedings of any labor organization union to organize any employees Company Employees. Except as disclosed in Section 3.12 of the Company Disclosure Letter, the Company and its Subsidiaries have not at any time during the last five years had any union organizing efforts or any of strike, picket, work stoppage, work slowdown or other labor dispute. The Company and its Subsidiaries and (i) have no demand for recognition as the exclusive bargaining representative direct or indirect liability with respect to any misclassification of any employees has been made by Persons as an independent contractor rather than as an employee or on behalf with respect to any Company Employee leased from another employer, (ii) are in compliance in all material respects with applicable foreign, federal, state and local Laws respecting employment, employment practices, labor relations, employment discrimination, health and safety, terms and conditions of any labor or like organization; employment and wages and hours, in each case, with respect to Company Employees, and (iii) no employees have not received any written remedial order or notice of offense under applicable occupational health and safety Law.
(c) The Company has not incurred, and does not reasonably expect to incur, any liability or obligation under the Company Worker Adjustment and Retraining Notification Act, and the regulations promulgated thereunder (the “WARN Act”), or any of its Subsidiaries are represented by any labor union similar state or works council; local Law which remains unsatisfied.
(ivd) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there There is no unfair labor practice charge or complaint against the Company or any its Affiliates involving or related to Company Employees pending (with service of process having been made, or written notice of investigation or inquiry having been served, on the Company or its Subsidiaries Affiliates), or otherwise pending or, to the Company’s Knowledge, threatened, before the National Labor Relations Board or any comparable court.
(e) Except as set forth in Section 3.12(e) of the Company Disclosure Letter, the Company and each of its Affiliates are in material compliance with all applicable federal, state, local and foreign Laws concerning the employer-employee relationship, including applicable wage and hour Laws, fair employment Laws, safety Laws, workers’ compensation statutes, unemployment Laws and social security Laws. Except as described in Section 3.12(e) of the Company Disclosure Letter, with respect to the Company and any of its Affiliates, there are no pending, and the Company has received no threats in writing and has no Knowledge of any other threats regarding Claims, charges, citations or consent decrees concerning: (i) wages, compensation, bonuses, commissions, awards or payroll deductions, equal employment or human rights violations regarding race, color, religion, sex, national origin, age, disability, veteran’s status, martial status, or any other recognized class, status or attribute under any federal, state, local or foreign equal employment Law prohibiting discrimination, (ii) representation petitions or unfair labor relations authority; practices, (iii) occupational safety and health, (iv) workers’ compensation, (v) wrongful termination, negligent hiring, invasion of privacy or defamation or (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company immigration or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate claims under state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsor federal labor Law.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a3.16(a) of the Company Disclosure Schedule orsets forth a true, in the case correct and complete list of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither all employees of the Company nor or any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, Subsidiary as of the date hereof, there are no activities or proceedings including any employee who is on a leave of absence of any labor organization nature, authorized or unauthorized, and sets forth for each such individual the following: (i) name and employing entity; (ii) title or position and location of employment; (iii) hire date; (iv) current annualized base salary or (if paid on an hourly basis) hourly rate of pay, and (for U.S. employees) status as exempt or non-exempt under the Fair Labor Standards Act; (v) commission, bonus or other incentive-based compensation eligibility, and all other compensation for which he or she is eligible; and (vi) for those employees outside of the United States, the period of required notice, if any, prior to organize any employees termination of their employment if such notice period is longer than the statutory minimum under applicable local Laws.
(b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, as of the date of this Agreement, no employee of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining Subsidiary is represented by a labor union, works council, trade union, or similar representative of employees and neither the Company nor any Subsidiary is a party to, subject to, or bound by a collective bargaining agreement, collective agreement or any other contract or agreement with a labor union, works council, trade union, or similar representative of employees. As of the date of this Agreement and during the two-year period immediately prior to such date, there are no and were no strikes, lockouts or work stoppages existing or, to the Company’s knowledge, threatened, with respect to any employees or the Company or any Subsidiaries or any other individuals who have provided services with respect to the Company or any Subsidiaries. As of the date of this Agreement and during the two-year period immediately prior to such date, there have been no union certification or representation petitions or demands with respect to the Company or any Subsidiaries or any of their employees and, to the Company’s knowledge, no union or labor organizing campaign or similar effort is pending or threatened with respect to the Company, any Subsidiaries, or any of their employees.
(c) Except as set forth in Section 3.16(c) of the Company Disclosure Schedule, as of the date of this Agreement, there are no Actions pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary by any of their respective current or former employees, workers or independent contractors, except for any such Actions that would not be expected to have a Company Material Adverse Effect.
(d) Except as set forth in Section 3.16(d) of the Company Disclosure Schedule, the Company and the Subsidiaries are and have been since January 1, 2019, in compliance in all respects with all applicable Laws relating to labor and employment, including all such laws regarding employment practices, employment discrimination, terms and conditions of employment, redundancies, mass layoffs and plant closings, information and consultation, furloughs, immigration, meal and rest breaks, working time, pay equity, workers’ compensation, family and medical leave and all other employee leave, holiday pay, recordkeeping, classification of employees, workers and independent contractors, wages and hours, pay checks and pay stubs, employee seating, anti-harassment and anti-retaliation (including all such Laws relating to the prompt and thorough investigation and remediation of any complaints) and occupational safety and health requirements, and neither the Company nor any Subsidiary is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing, except for any such non-compliance that would not be expected to have a Company Material Adverse Effect. Each employee of the Company and each Subsidiary and any worker and other individual who has provided services with respect to the Company or any Subsidiary has been made by or on behalf paid (and as of any labor or like organization; the Closing will have been paid) all wages, bonuses, compensation and other sums owed and due to such individual as of such date in all respects.
(iiie) To the knowledge of the Company, no employees employee of the Company or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of its Subsidiaries are represented by any labor union crime or works council; (iv) as the violation or possible violation of any applicable Law. None of the date hereofCompany, there is no pending any Subsidiary or, to the Knowledge knowledge of the Company, threatened strikeany officer, lockoutemployee, slowdowncontractor, subcontractor or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees agent of the Company or any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other or any Subsidiary in the terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect because of any reduction act of such employee described in force, including notice, information and consultation requirements18 U.S.C. sec. 1514A(a).
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Merger Agreement (TRxADE HEALTH, INC)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) As of the date of this Agreement, no employee of the Company Disclosure Schedule or of any Company Subsidiary is represented by a labor union, association of employees, works council, trade union, or similar representative of employees, and neither the Company nor any Company Subsidiary is a party to, subject to, or bound by a collective bargaining agreement or any other contract or agreement with a labor union, association of employees, works council, trade union, or similar representative of employees. Since January 1, 2018, there have not been any, strikes, lockouts or work stoppages with respect to any employees of the Company or any Company Subsidiaries, or any union certification or petitions for certification or demands with respect to the Company or any Company Subsidiaries or any of their employees and, to the Company’s knowledge, no strike, lockout, work stoppage, or union organizing campaign is pending or threatened with respect to the Company, any Company Subsidiaries, or any of their employees.
(b) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by or on behalf of any of their respective current or former employees.
(c) Except in the each case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: result in material liability to the Company or any of the Company Subsidiaries, (i) the Company and the Company Subsidiaries are and have been since January 1, 2018 in compliance in all material respects with all applicable Laws relating to labor and employment, including all such Laws regarding minimum labor and/or employment standards, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988 and any similar provincial, state or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, statutory employee leaves, recordkeeping, classification of employees and independent contractors, wages and hours, pay checks and pay stubs, anti-harassment and anti-retaliation (including all such Laws relating to the prompt and thorough investigation and remediation of any complaints) and occupational safety and health requirements, and (ii) neither the Company nor any Company Subsidiary is liable for any material arrears of its Subsidiaries is a party to any collective bargaining agreement wages, penalties or other agreement sums for failure to comply with a labor union or like organization; (ii) to the Knowledge any of the Company, foregoing. Except in each case as of the date hereof, there are no activities or proceedings of any labor organization would not reasonably be expected to organize any employees of result in material liability to the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofSubsidiaries, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers employee of the Company and its Subsidiaries each Company Subsidiary has been provided paid all wages, bonuses and other compensation owed and due to Parent. As such individual as of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarysuch date.
Appears in 2 contracts
Samples: Business Combination Agreement (Lion Electric Co), Business Combination Agreement (Northern Genesis Acquisition Corp.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orThere are no agreements with, in the case of clauses (vi) and (vii)or pending petitions for recognition of, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to association as the Knowledge exclusive bargaining agent for any of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its the Company Subsidiaries and there are no demand for recognition as the exclusive bargaining representative of any employees has been made by representation or on behalf of any labor certification proceedings or like organization; (iii) no employees of the Company petitions seeking a representation proceeding presently pending or any of its Subsidiaries are represented by any labor union threatened to be brought or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority; (vi) there is . There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes, other than routine grievance matters, now pending or, to the Knowledge of the Company, or threatened grievance, charge, complaint, audit against or investigation by or before any Governmental Authority with respect to any current or former employees of involving the Company or any of its Subsidiariesthe Company Subsidiaries and there have not been any such labor strikes, work stoppages or other labor troubles with respect to the Company or any of the Company Subsidiaries at any time within five (5) years of the date of this Agreement. Neither the Company nor any of the Company 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; and (vii) there is no charge of discrimination in employment or employment practices for any protected reason, including age, gender, race, religion or other legally protected category, which has been asserted against the Company or any of the Company Subsidiaries that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority. The Company and each of the Company Subsidiaries is, and in the preceding five (5) years has complied been, in material compliance with all applicable Laws related to in respect of employment, employment practices, wages, hours and other including terms and conditions of employment (including and wages and hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, the classification Immigration Reform and compensation of employees for purposes of the Fair Labor Standards Control Act and cognate state laws) occupational safety and other Laws in respect of any reduction in force, including notice, information and consultation health requirements.
(b) True and complete information as . Each individual who currently renders services to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of the Company Subsidiaries who is classified by the Company or such Company Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under Company Benefit Plans) is properly so characterized.
Appears in 2 contracts
Samples: Merger Agreement (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Labor and Employment Matters. (a) Except as disclosed The CBA Companies are and for the past three (3) years have been in Section 3.12(acompliance in all material respects with all applicable Laws relating to labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three (3) of the Company Disclosure Schedule oryears, in the case of clauses (vi) there has not been, and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, this Agreement there is no not pending or, to the Knowledge of CBA, threatened, any labor dispute, work stoppage, labor strike or lockout against a CBA Company by employees.
(b) No employee of a CBA Company is covered by an effective or pending collective bargaining agreement or similar labor agreement. To the Knowledge of CBA, there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of a CBA Company, threatened strike, lockout, slowdown, or work stoppage ; . There are no (vi) there is no unfair labor practice charge charges or complaints against the a CBA Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations authority; tribunal or authority and to the Knowledge of CBA no such representations, claims or petitions are threatened, (viii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against a CBA Company that arose out of or under any collective bargaining agreement.
(c) To the Knowledge of CBA, no current employee or officer of a CBA Company intends, or is expected, to terminate such individual’s employment relationship with such CBA Company in connection with or as a result of the transactions contemplated hereby.
(d) During the preceding three (3) years, (i) no CBA Company has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there is has not occurred a “mass layoff” (as defined in the WARN Act) in connection with a CBA Company affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) no pending CBA Company has not engaged in layoffs or employment terminations sufficient in number to trigger notice obligations under any similar state, local or foreign law.
(e) With respect to any current or former employee, officer, consultant or other service provider of a CBA Company, there are no Actions against such CBA Company pending, or to the Knowledge of CBA, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of a CBA Company, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such action would not, individually or in the aggregate, result in the CBA Companies (taken as a whole) incurring a material liability.
(f) Since January 1, 2019, (i) no allegations of workplace sexual harassment, discrimination or other misconduct relating to such unlawful harassment or discrimination have been initiated, filed before any Governmental Entity, communicated to CBA or, to the Knowledge of the CompanyCBA, threatened grievancethreatened, chargein each case, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the against a CBA Company or any of its Subsidiaries; and respective current or former directors, officers or senior level management employees (viiin each case, in their capacities as such), (ii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the CompanyCBA, no current executiveincidents of any such workplace sexual harassment, key employee discrimination or group other misconduct relating to such unlawful harassment or discrimination have occurred, and (iii) no CBA Company has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their directors, officers or employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company described in clause (i) hereof or any Company Subsidiaryindependent contractor (in each case, in their capacities as such).
(g) The CBA Companies are and have at all relevant times been in compliance in all material respects with (i) COVID-19 related Laws, standards, regulations, Orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other Governmental Entity; and (ii) the Families First Coronavirus Response Act (including with respect to eligibility for Tax credits under such Act) and any other applicable COVID-19 related leave Law, whether state, local or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Enterprise Diversified, Inc.), Merger Agreement (Enterprise Diversified, Inc.)
Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (a) Except as disclosed in Section 3.12(aor employee representative) of the Company Disclosure Schedule oror any Company Subsidiary. Except for matters that, individually or in the case of clauses (vi) aggregate, have not had and (vii), as would not reasonably be expected to have a Material Adverse Effect: material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any of its Subsidiaries is a party to Company Subsidiary has engaged in any collective bargaining agreement or other agreement with a unfair labor union or like organization; (ii) to practices within the Knowledge meaning of the Company, as of the date hereof, there National Labor Relations Act. There are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strikeor reasonably anticipated union representation demands, lockout, slowdownpetitions, or work stoppage ; (v) there is no unfair labor practice charge against elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of its the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries pending before are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the National Labor Relations Board Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any comparable labor relations authority; similar or related Law (vi) there the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending orpending, or to the Knowledge of the Company, threatened grievance, charge, complaint, audit material Actions against the Company or investigation any Company Subsidiary by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employmentdirector, employment practicesofficer, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of contractor relating to employment or otherwise disclosed plans to terminate employment with matters at the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company Neither Post nor any of its Subsidiaries Post Subsidiary is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor union organization, nor are there any negotiations or discussions currently pending or occurring between Post, or any of the Post Subsidiaries, and any union or employee association regarding any collective bargaining agreement or any other agreement with a labor union work rules or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there polices. There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the CompanyPost, threatened against Post or any of the Post Subsidiaries relating to their business and neither Post nor any Post Subsidiary has experienced any strike, work stoppage, lockout, slowdownshutdown, labor dispute or work stoppage ; other concerted interference with normal operations during the past five (v5) years. To the Knowledge of Post, there is are no unfair labor practice charge against organizational efforts with respect to the Company formation of a collective bargaining unit presently being made or threatened involving employees of Post or any of its the Post Subsidiaries pending before nor have there been any such organizational efforts over the National Labor Relations Board or any comparable labor relations authority; past five (vi5) years.
(b) Except as set forth in Section 4.14(b) of the Post Disclosure Letter, there is are no proceedings pending or, to the Knowledge of the CompanyPost, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company against Post or any of its the Post Subsidiaries in any forum by or on behalf of any present or former employee of Post or any of the Post Subsidiaries; , any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of Post of any of the Post Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Post Material Adverse Effect.
(c) Each individual who renders service to Post or any Post Subsidiary who is classified by Post or such Post Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Post Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Post Employee Benefit Plans and perquisites, except as would not, individually or in the aggregate, reasonably be expected to have a Post Material Adverse Effect.
(viid) Each of Post and the Company has complied Post Subsidiaries is in compliance with all applicable Laws related and all applicable contracts and policies relating to employmentlabor and labor practices, employment and employment practices, wages, hours hours, and other terms and conditions of employment (employment, including the classification and compensation of employees for purposes obligations of the Fair Labor Standards Act WARN Act, and cognate state lawsall other notification and bargaining obligations arising under any collective bargaining agreement, by applicable Law or otherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Post Material Adverse Effect. Except as set forth in Section 4.14(d) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of Post Disclosure Letter, neither Post nor any Post Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the Company and its Subsidiaries has been provided to Parent. As of WARN Act (or any similar group personnel action requiring advance notice under the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination WARN Act) affecting any site of employment or otherwise disclosed plans to terminate one or more facilities or operating units within any site of employment with the Company or facility of Post or any Company Post Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Mid America Apartment Communities Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the The Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) is neither the Company nor any of its Subsidiaries is a party to nor is it bound by any collective bargaining agreement or other agreement with a any labor union or like organization; (ii) contract, nor, to the Knowledge knowledge of the Company, as are there any employees of the date hereofCompany represented by a works’ council or a labor organization, nor are there are no any activities or proceedings of any labor organization union to organize any employees of the Company or compel the Company to bargain with any labor union or labor organization. There is no pending (of its Subsidiaries and no which the Company has received notice or is otherwise aware) or, to the knowledge of the Company, threatened labor strike, walkout, work stoppage, or lockout with respect to employees of the Company. No grievance or arbitration demand for recognition as the exclusive or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining representative of any employees agreement, has been made filed, is pending (of which the Company has received notice or is otherwise aware) or, to the knowledge of the Company, has been threatened against the Company that could reasonably be expected to result in any material liability to the Company.
(b) The Company is in compliance in all material respects with all applicable Laws relating to labor and employment, including Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, notification, and employee terminations. Except as would not result in any material liability to the Company, there are no complaints, lawsuits, arbitrations, administrative proceedings, or other Proceedings pending or, to the knowledge of the Company, threatened against the Company brought by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereofapplicant for employment, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees employee, any person alleging to be a current or former employee, any class of the Company foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to any express or implied contract of employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of wrongful termination of employment employment, or otherwise disclosed plans to terminate employment alleging any other discriminatory, wrongful or tortious conduct in connection with the Company or any Company Subsidiaryemployment relationship.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Merger Agreement (Praecis Pharmaceuticals Inc)
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(a) 4.10 of the Company Disclosure Schedule orLetter, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, and there are no activities labor unions, works councils or proceedings of any other labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereoforganizations representing, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against engaged in organizing activities with respect to any employee of the Company or any of its Subsidiaries pending before Company Subsidiary. Except for matters that, individually or in the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending oraggregate, would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, (i) there is currently no strike, slowdown, picketing, or work stoppage, nor is any strike, slowdown, picketing or work stoppage threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority in writing with respect to any current or former employees employee of the Company or any of its Subsidiaries; Significant Company Subsidiary, (ii) there are no labor disputes currently subject to arbitration or litigation and (vii) the Company has complied with all applicable Laws related to employmentthere is no representation petition pending, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes nor are any of the Fair Labor Standards Act and cognate state laws) and other Laws foregoing threatened in writing, with respect of to any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers employee of the Company or any Significant Company Subsidiary before the National Labor Relations Board or similar Governmental Entity, and its Subsidiaries has been provided to Parent. As (iii) no officer or director of the date hereofCompany or any Significant Company Subsidiary is in violation, in any material respect, 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 Company or any Significant Company Subsidiary because of the nature of the business conducted by the Company or any Significant Company Subsidiary or to the use of trade secrets or proprietary information of others. To the Knowledge of the Company, no current executive, key employee or group except as set forth in Section 4.10 of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company Disclosure Letter, the Company and the Significant Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment and employment practices, workers' compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any Company Subsidiarythe regulations promulgated thereunder.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(a) 3.15 of the Company Disclosure Schedule or, in the case of clauses Letter:
(via) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any collective bargaining agreement CBA, no Company Employee is represented by any labor union, works council or other agreement with a labor union organization or like organization; (ii) employee representative body, and no CBA is being negotiated by the Company or any of its subsidiaries. There are no strikes, work stoppages, slowdowns, lockouts, picketing, handbilling, material labor grievances, labor arbitrations, or other material labor disputes pending or, to the Knowledge knowledge of the Company, as threatened against or affecting the Company or any of its subsidiaries, and none have occurred since the Applicable Date. There are no, and since the Applicable Date, there have not been any (i) material claims or allegations of unfair labor practices pending or, to the knowledge of the date hereofCompany, there are no activities threatened against the Company or proceedings any of its subsidiaries before any labor organization to organize relations tribunal or authority or (ii) union organizing efforts by or involving any Company Employees. Since the Applicable Date, no labor union, works council, other labor organization, or group of employees of the Company or any of its Subsidiaries and no subsidiaries has made a demand for recognition as or certification, and there are no representation or certification proceedings presently pending or, to the exclusive bargaining representative knowledge of any employees has been made by the Company, threatened to be brought or on behalf of filed with any labor relations tribunal or like organization; authority.
(iiib) There are no employees pending or, to the knowledge of the Company, threatened material Actions relating to Company Employees or employment practices.
(c) The Company and its subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with all applicable Laws relating to labor, employment and employment practices, including all laws respecting terms and conditions of employment, health and safety, wages and hours (including overtime pay requirements and the proper classification and treatment of individuals as non-employee contractors or consultants), social security payments and housing fund contribution, mandatory provident fund or other statutory pension contribution, immigration, discrimination, harassment, retaliation, disability rights and benefits, restrictive covenants, plant closures and layoffs, workers’ compensation and workplace injury insurance, labor relations, employee leave and holiday requirements, and unemployment insurance.
(d) No executive officer or employee of the Company or any of its Subsidiaries are represented by any labor union subsidiaries, with annualized compensation at or works council; above RMB2,000,000 (iv) as of the date hereofor its equivalent in USD or another currency), there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment that he or otherwise disclosed she plans to terminate employment with the Company or the applicable subsidiary.
(e) Except as would not result in material liability for the Company or any of its subsidiaries, (i) the Company Subsidiaryand each of its subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Laws, Contracts, and Company policy; and (ii) each individual who currently provides or in the past three (3) years has provided services to the Company or any of its subsidiaries and who is or was classified as an independent contractor consultant, leased employee, or other non-employee service provider is and has been properly classified and treated as such for all applicable purposes.
(f) To the knowledge of the Company, no Company Employee is in any material respect in violation of any term of any employment agreement, non-disclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other similar obligation: (i) owed to the Company or any of its subsidiaries; or (ii) owed to any third party with respect to such individual’s right to be employed or engaged by the Company or any of its subsidiaries.
(g) Since the Applicable Date, the Company and each of its subsidiaries have promptly, thoroughly, and impartially investigated all claims of sexual harassment or other harassment, discrimination or retaliation allegations of which any of them are or have been aware. Neither the Company nor any of its subsidiaries: (i) reasonably expects any material liabilities with respect to any such allegations, or (ii) is aware of any allegations relating to officers, directors, employees, contractors, or agents of the Company or any of its subsidiaries that, if known to the public, would bring the Company or any of its subsidiaries into material disrepute.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) None of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Fleetmatics Entities is a party to any labor or collective bargaining agreement Contract. There are no organizing activities or other agreement collective bargaining arrangements that could affect the Business pending or under discussion with a any Business Employees or any labor union organization. There is, and during the past five years there has been, no labor dispute, strike, controversy, slowdown, work stoppage or like organization; (ii) lockout pending or, to the Knowledge knowledge of the Company, as threatened against or affecting the Business or the Fleetmatics Entities, nor is there any basis for any of the date hereof, there are no activities foregoing. None of the Fleetmatics Entities has breached or proceedings otherwise failed to comply with the provisions of any labor organization to organize any employees of the Company collective bargaining or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries union Contract. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, union grievances or work stoppage ; (v) there is no unfair labor practice charge against the Company or union representation questions involving any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsBusiness Employees.
(b) True and complete information as to the name, current job title and compensation for each None of the last three years of all current directors and executive officers of the Company and its Subsidiaries Fleetmatics Entities has been provided to Parentengaged in or is engaging in any unfair labor practice. As of the date hereofNo unfair labor practice or labor charge or complaint is, to the Knowledge knowledge of the Fleetmatics Entities, pending or threatened with respect to the Business or any of the Fleetmatics Entities before any Governmental Authority.
(c) Each of the Fleetmatics Entities has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor. Each of the Fleetmatics Entities has paid in full to all Business Employees or adequately accrued in accordance with GAAP applied on a consistent basis with the preparation of the Audited Financial Statements for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf thereof.
(d) None of the Fleetmatics Entities is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to or affecting Business Employees or employment practices. None of the Fleetmatics Entities nor any of its executive officers has received within the past five years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Business and, to the knowledge of the Company, no such investigation is in progress. To the knowledge of the Company, no current executiveBusiness Employee intends, key employee or group is expected, to terminate his or her employment relationship with any of employees the Fleetmatics Entities following the consummation of the transactions contemplated hereby. None of the Fleetmatics Entities has given notice of termination to any employee or agreed to make or promised any payment or material benefit to any current or former officer or Business Employee in connection with any actual or proposed termination.
(e) Except as set forth in Section 2.11(e) of the Disclosure Schedule, each employment contract between any of the Fleetmatics Entities and its Business Employees can be terminated by six months’ notice or otherwise disclosed plans less without giving rise to terminate employment a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
(f) Each of the Fleetmatics Entities has maintained current and adequate records regarding the service of each of its current and former officers and Business Employees including, without limitation, records of terms of employment, holidays, working hours and rest breaks, payment of sick pay, statutory maternity pay, disciplinary, grievance and health and safety matters, income tax and social security contribution and terminations of employment. Each of the Fleetmatics Entities has in relation to each of its officers and Business Employees (and, so far as is relevant, to each of its former officers and Business Employees) complied in all material respects with all statutes, regulations, codes of practice, codes of conduct and terms and conditions of employment.
(g) Except as set forth in Section 2.11(g) of the Company Disclosure Schedule, all Business Employees of the Fleetmatics Entities are lawfully entitled to work without restriction and without any visa, permit or consent being required. Specifically, each of the Fleetmatics Entities have complied with all relevant provision of the Employee Permits Acts 2003 and 2006 and all legislation and rules and regulations previously in force relating to any Company Subsidiaryof the matters covered by such legislation.
(h) None of the Fleetmatics Entities has been party to any relevant transfer within the scope of the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 and none of the Fleetmatics Entities has failed to comply with any obligation under those regulations.
Appears in 1 contract
Samples: Subscription, Share Purchase and Shareholders Agreement (FleetMatics Group PLC)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its the Company Subsidiaries is a party to or bound by any collective bargaining agreement, labor union Contract, works council agreement or other trade union agreement with (each, a “Collective Bargaining Agreement”). No employees of the Company or any of the Company Subsidiaries are represented by a labor union union, works council, or like other labor organization; (ii) to . To the Knowledge knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its the Company Subsidiaries with regard to their employment with the Company or any of the Company Subsidiaries, and no demand such activities or proceedings have occurred since January 1, 2019. No Collective Bargaining Agreement is being negotiated by the Company or any of the Company Subsidiaries. There is no strike, lockout, slowdown, work stoppage or other material labor dispute against the Company or any of the Company Subsidiaries pending or, to the knowledge of the Company, threatened against the Company or any of the Company Subsidiaries, and no such events have occurred since January 1, 2019.
(b) Except as would not be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2019, the Company and the Company Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable Laws, rules and regulations regarding wage and hour requirements, employee independent contractors and worker classification, immigration status, discrimination in employment, employee health and safety (including compliance with all COVID-19 Measures), data privacy, wages, hours and benefits, collection and payment of withholding and/or payroll or similar Taxes, and collective bargaining).
(c) The Company and the Company Subsidiaries have fully and timely paid and are not liable for recognition as the exclusive bargaining representative any material arrears of wages or any employees has been made by or on behalf of any labor or like organization; (iii) no employees related penalty. None of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company Subsidiaries is liable for any material payment to any trust or any of its Subsidiaries pending before the National Labor Relations Board other fund or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business).
(d) As of the date of this Agreement, no current or former employees officer of the Company or any of its Subsidiaries; and (vii) the Company Subsidiaries has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including provided the classification and compensation of employees for purposes Company or any of the Fair Labor Standards Act and cognate state laws) and other Laws in respect Company Subsidiaries with notice of any reduction in forcehis, including noticeher or their intent to terminate his, information and consultation requirementsher or their employment relationship with such entity following the consummation of the Transactions.
(be) True and complete information as Since January 1, 2019, (i) no allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the name, current job title and compensation for each knowledge of the last three years of all current directors and executive officers Company, threatened against the Company, any of the Company and its Subsidiaries has been provided to Parent. As or any of the date hereoftheir respective employees or independent contractors in their capacities as such, (ii) to the Knowledge knowledge of the Company, no current executiveincidents of any such workplace sexual harassment, key employee discrimination or group other similar misconduct have occurred, and (iii) neither the Company nor any of the Company Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other similar misconduct by any of their employees or any independent contractor.
(f) Except as set forth in Section 4.11(f) of the Disclosure Schedule, since January 1, 2020, as related to COVID-19, neither the Company nor any of the Company Subsidiaries has given notice (i) with respect to employees of termination of employment or otherwise disclosed plans to terminate employment with the Company or the Company Subsidiaries implemented any Company Subsidiarymaterial workforce reductions, terminations, furloughs or material changes to compensation, benefits or working schedules, or (ii) applied for or received loans or payments under the CARES Act or any other COVID-19 Measures, or claimed any tax credits or deferred any Taxes thereunder.
Appears in 1 contract
Samples: Merger Agreement (Resonant Inc)
Labor and Employment Matters. (a) Except as disclosed in set forth on Section 3.12(a5.11(a) of the Company Parent Disclosure Schedule orSchedule, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company Parent nor any of its Subsidiaries is a party to any collective bargaining bargaining, trade union or works council agreement or other agreement with a labor union contract applicable to persons employed by Parent or like organization; (ii) to the Knowledge any of the Companyits Subsidiaries, and, as of the date hereofof this Agreement, there are no pending organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any employee of Parent any of its Subsidiaries. Except as would not have a Parent Material Adverse Effect, (i) neither Parent nor any of its Subsidiaries has breached or proceedings otherwise failed to comply in any respect with the provisions of any collective bargaining, trade union or works council agreement or other labor organization to organize any employees of the Company union contract, and there are no grievances outstanding against Parent or any of its Subsidiaries under any such agreement or contract; and (ii) there are no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any unfair labor or like organization; (iii) no employees of the Company practice complaints pending against Parent or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other Governmental Authority. The consent of, consultation of or the rendering of formal advice by any labor relations authority; or trade union, works council, or any other employee representative body is not required for Parent to enter into this Agreement or to consummate any of the Transactions.
(vib) Except as would not have a Parent Material Adverse Effect, (i) the Parent and its Subsidiaries are currently in compliance with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes, and (ii) there is no charge of discrimination relating to employment or employment practices, pending or, to the Knowledge knowledge of the CompanyParent, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company against Parent or any of its Subsidiaries; and (vii) Subsidiaries before the Company has complied with all applicable Laws related to employmentUnited States Equal Employment Opportunity Commission, employment practices, wages, hours and or any other terms and conditions Governmental Authority in any jurisdiction in which Parent or any of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee employed or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or currently employs any Company SubsidiaryPerson.
Appears in 1 contract
Samples: Merger Agreement (Metaldyne Performance Group Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule orwould not, individually or in the case of clauses (vi) and (vii), as would not reasonably be expected to aggregate have a Company Material Adverse Effect: , (i) neither the Company nor is not involved in or, to the knowledge of the Saratoga Sellers and the Company, threatened with any labor dispute, grievance or litigation relating to labor, safety or discrimination matters involving any of its Subsidiaries employees, including, without limitation, charges of unfair labor practices or discrimination complaints; and (ii) the Company is operating and has been operated in compliance in all respects with all laws covering employment and employment practices, terms and conditions of employment and wages and hours, including any laws respecting employment discrimination, overtime pay, equal opportunity, affirmative action, employee privacy, wrongful or unlawful termination, workers’ compensation, occupational safety and health requirements, labor/management relations, immigration, benefits, and collective bargaining, the payment of social security and similar Taxes and unemployment insurance, or related matters and is otherwise not engaged in any unfair labor practices within the meaning of the National Labor Relations Act, the Fair Labor Standards Act and any equivalent act or statute under applicable state law. The Company is not a party to to, or bound by, any collective bargaining agreement or other with respect to its employees and no collective bargaining agreement with a is being negotiated by the Company nor, to the knowledge of the Saratoga Sellers and the Company, is any employee of the Company represented by any labor union or like organization; (ii) to similar association. No labor union or employee organization has been certified or recognized as the Knowledge collective bargaining representative of any employees of the Company, as . To the knowledge of Saratoga Sellers and the date hereofCompany, there are no activities union organizing campaigns or representation proceedings of any labor organization in process or threatened with respect to organize any employees of the Company or any existing or threatened labor strikes, work stoppages, organized slowdowns, unfair labor practice charges or labor arbitration proceedings affecting any employee of its Subsidiaries and no demand for recognition the Company. Except as set forth on Schedule 2.14 of the exclusive bargaining representative Company Disclosure Letter, or as accrued on the Financial Statements, in the event of termination of the employment of any employees has been made employee, neither the Purchaser nor the Company will, pursuant to any agreement with the Management Sellers or the Company or by or on behalf reason of any labor representation made or like organization; (iii) no plan adopted by the Management Sellers or the Company prior to the Closing, be liable to any employee for so-called “severance pay,” parachute payments or any other similar payments or benefits, including, without limitation, post-employment healthcare or insurance benefits. None of the officers or other key employees of the Company or has notified any of its Subsidiaries are represented by any labor union the Saratoga Sellers or works council; (iv) as the Company of the date hereof, there is no pending or, his or her present intention to the Knowledge of terminate his or her employment with the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against . To the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers knowledge of the Company and its Subsidiaries has been provided to Parent. As the Saratoga Sellers, no manager, officer or employee of the date hereof, or consultant to the Knowledge Company is in violation of any terms of any employment contract, non competition agreement, non disclosure agreement or other contract or agreement containing restrictive covenants relating to the right of any such manager, officer, employee or consultant to be employed or engaged by the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 1 contract
Samples: Interest Purchase Agreement (Terremark Worldwide Inc)
Labor and Employment Matters. (a) Except The Company and its Subsidiaries are and since January 1, 2020 have been in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, nondiscrimination in employment, workers’ compensation, the collection and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group health plans. During the preceding three years, there has not been, and as disclosed of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or lockout against the Company or any of its Subsidiaries by employees. Neither the Company nor any Subsidiary has any material actual or contingent liability with respect to (i) any misclassification of any person as an independent contractor rather than as an employee, as an employee rather than as an independent contractor, or as a non-employee when in Section 3.12(afact employed, (ii) any employee or contractor leased from or staffed by another employer, or (iii) any person currently or formerly classified as exempt from, or otherwise not paid where, required, overtime and minimum or other wages.
(b) No employee of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor or any of its Subsidiaries is a party to any covered by an effective or pending collective bargaining agreement or other agreement with a similar labor union or like organization; (ii) to agreement. To the Knowledge knowledge of the Company, as of the date hereof, there are no activities or proceedings has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company or any of its Subsidiaries and Subsidiaries. There are no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iiii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations authority; (vi) there is no pending or, tribunal or authority and to the Knowledge knowledge of the CompanyCompany no such representations, threatened grievanceclaims or petitions are threatened, charge, complaint, audit (ii) representation claims or investigation by petitions pending before the National Labor Relations Board or before any Governmental Authority with respect to other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement.
(c) Section 4.13(c) of the Company Disclosure Letter contains a list of all current or former employees of the Company or any of its Subsidiaries; and Subsidiaries (vii) by employee identification number), along with the Company has complied with all employer, position, date of hire, annual rate of compensation (or, where applicable, the hourly or per diem rate of compensation, or, if by commissions, a description of or cross-reference to the applicable Laws related to employmentterms), employment practicesestimated or target annual incentive compensation of each such person, wages, hours and other terms and conditions employee status of employment each such person (including whether the classification person is on leave of absence and compensation the dates of employees for purposes of such leave), part-time or full-time status, weekly working hours where not full-time, status as exempt or non-exempt from overtime, assigned work location, and remote work location. To the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge knowledge of the Company, no current executive, key employee or group officer of employees the Company or any of its Subsidiaries intends, or is expected, to terminate his or her employment relationship with such entity in connection with or as a result of the transactions contemplated hereby.
(d) During the preceding three years, (i) neither the Company nor any Subsidiary has given notice effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of termination 1988, as amended (the “WARN Act”)) affecting any site of employment or otherwise disclosed plans to terminate one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither Company Subsidiarynor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. The Company and its Subsidiaries currently properly classify and for the past three (3) years have properly classified its and their employees as exempt or nonexempt in accordance with applicable overtime laws, and no person treated as an independent contractor or consultant by the Company or any Subsidiary within the past three (3) years should have been properly classified as an employee under applicable Law.
(e) All Persons treated as independent contractors rather than as employees have been properly so treated, and any compensation paid to them has been reported on IRS Form 1099 or other applicable Tax form. Except as disclosed in Section 4.13(e) of the Company Disclosure Letter, each such consultant or independent contractor is a party to a written agreement or Contract directly with the Company or the applicable Subsidiary or is engaged through written agreements between the Company or applicable Subsidiary and staffing agencies that treat such consultant or independent contractor as employees of the agency.
(f) With respect to any current or former employee, officer, consultant or other service provider of the Company or any of its Subsidiaries, there are no Actions against the Company or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company or any of its Subsidiaries, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment-related matter arising under applicable Laws, except where such action would not, individually or in the aggregate, result in the Company or any of its Subsidiaries incurring a material liability.
(g) Except with respect to any Company Plan (which subject is addressed in Section 4.12 above), the execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any of its Subsidiaries is a party.
(h) (i) No allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the knowledge of the Company, threatened against the Company, any of its Subsidiaries, or any of their respective current or former directors, officers or senior-level management employees, (ii) to the knowledge of the Company, no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred, and (iii) the Company has not entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of its directors, officers or employees described in clause (i) hereof or any independent contractor.
Appears in 1 contract
Labor and Employment Matters. (ai) Except as disclosed in Section 3.12(a3.01(r)(i) of the Company Disclosure Schedule orlists the names and current position, annual salary rates or current hourly wages, bonus opportunity, hire date, credited service, accrued vacation or paid-time-off, principal work location and leave status of all present employees of the Company and each of its Subsidiaries and each such employee’s status as being exempt or non-exempt from the application of state and federal wage and hour laws applicable to employees who do not occupy a managerial, administrative, or professional position or any similar Applicable Law regarding wages, hours of work and/or overtime applicable to employees located outside of the United States.
(ii) Except as set forth in Section 3.01(r)(ii) of the case of clauses (vi) and (vii)Company Disclosure Schedule, as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries has any obligations under severance plans or arrangements, bonus plans or similar arrangements, or under any employment agreement or otherwise to make payments to any employee or other service provider in the event of termination of their employment or other service relationship with the Company (or the applicable Subsidiary).
(iii) Neither the Company nor any of its Subsidiaries is or was a party to to, bound by or subject to, or is currently negotiating, any collective bargaining agreement or other agreement understanding with a labor union or like organization; (ii) to the Knowledge . None of the Company, as employees of the date hereofCompany or any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or any Subsidiary. To the Company’s Knowledge, there are is no activities (A) material unfair labor practice, labor dispute (other than routine individual grievances) or proceedings labor arbitration proceeding involving the Company or any of any its Subsidiaries, (B) activity or proceeding by a labor organization union or representative thereof to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made Subsidiaries, or (C) lockouts, strikes, slowdowns, picketings, negotiated industrial actions, work stoppages or threats thereof by or on behalf with respect to such employees, in each case, pending, or, to the Knowledge of any labor or like organization; (iii) no employees of the Company, threatened against the Company or any of its Subsidiaries Subsidiaries, and during the last three (3) years there has not been any such action. There are represented by no unfair labor practice charges pending before the National Labor Relations Board or any labor union other Governmental Entity, nor any grievances, complaints, claims or works council; (iv) as of the date hereofother Proceedings, there is no in each case, which are pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before on behalf of any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; .
(iv) Since January 1, 2013, (A) there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1998 in respect of the Company or any of its Subsidiaries and (viiB) neither the Company nor any of its Subsidiaries has complied been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Applicable Law.
(v) Schedule 3.01(r)(v) of the Company Disclosure Schedule contains a list of all independent contractors, consultants, agents or agency employees currently engaged by the Company and each of its Subsidiaries, along with the position, date of retention and rate of remuneration for each such individual. Except as set forth in Schedule 3.01(r)(v) of the Company Disclosure Schedule, neither the Company nor any Subsidiary thereof engages or retains any independent contractors, consultants, agents or agency employees.
(vi) The Company is in compliance in all material respects with all applicable Applicable Laws related to respecting employment including discrimination in employment, employment practicesterms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and of employees as exempt or non-exempt, in each case, under the Fair Labor Standards Act of 1938, as amended (the “Fair Labor Standards Act”), and any similar Applicable Law), wages, hours and other terms occupational safety and conditions of health and employment (practices, including the classification Immigration Reform and compensation of employees for purposes of the Fair Labor Standards Act Control Act, and cognate state laws) and other Laws is not engaged in respect of any reduction in force, including notice, information and consultation requirementsunfair labor practice.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 1 contract
Samples: Merger Agreement (Jagged Peak, Inc.)
Labor and Employment Matters. Section 3.12 of the ---------------------------- ------------------- Company Disclosure Schedule sets forth all collective bargaining agreements --------------------------- to which or by which the Company or any Subsidiary is a party or bound (the "Collective Bargaining Agreements"). Other than the Collective Bargaining -------------------------------- Agreements, neither the Company nor any Subsidiary is, or at any time has been, a party to or bound by any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any such employees represented by a labor union, works council or other labor organization or activities or proceedings of any labor union, works council or group of employees to organize any such employees. The Company has delivered or made available to Parent true, correct and complete copies of each Collective Bargaining Agreement, as amended to date. Neither the Company nor any Subsidiary party thereto nor, to the knowledge of the Company, the other party or parties thereto, is in breach of any term of any such Collective Bargaining Agreement. From January 1, 2003 to the date of this Agreement, there has been no actual or, to the knowledge of the Company or any Subsidiary, threatened work stoppage, slowdown, labor strike, lockout or labor dispute against or affecting the Company or any Subsidiary. The Company and its Subsidiaries (a) Except have no direct or indirect liability with respect to any misclassification of any Persons as disclosed in Section 3.12(a) of the Company Disclosure Schedule oran independent contractor rather than as an employee, in the case of clauses (vi) except for those misclassifications that have not had, and (vii), as would not reasonably be expected to have have, a Company Material Adverse Effect: , (ib) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied in material compliance with all applicable Laws related to respecting employment, employment practices, wages, hours and other terms and conditions of employment and wages and hours, and (including the classification c) have complied in all material respects with Executive Order 11246 and compensation of employees for purposes of the Fair Labor Standards Act any similar Laws regarding affirmative action and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as nondiscrimination applicable to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the government contractors. The Company and its Subsidiaries has are and have been provided in compliance with all notice and other requirements under the Workers' Adjustment Retraining Notification Act and any similar Laws relating to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiaryplant closings and layoffs.
Appears in 1 contract
Labor and Employment Matters. HBI is, and has been in the past five (a5) years, in material compliance with all applicable Laws relating to labor and employment, employment practices, terms and conditions of employment, including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, occupational safety and health requirements, equal including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment, and withholding of taxes. To the knowledge of HBI, except as set forth on the HBI Disclosure Schedule, no employee with annual compensation of $40,000 or more plans to terminate his or her employment with HBI or any Subsidiary. Within the past three (3) years, there has not been, and as of the date of this Agreement there is not pending or threatened, any labor dispute, work stoppage, labor strike, or lockout against HBI. No employee of HBI or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. To HBI’s knowledge, there has not been any activity on behalf of any labor organization or employee group to organize any such employees. Except as disclosed in Section 3.12(a) set forth on the HBI Disclosure Schedule, no employee or independent contractor of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor HBI or any of its Subsidiaries is a party to any collective bargaining agreement employment agreement, confidentiality, non-disclosure or other proprietary information agreement, non-compete agreement, non-solicitation agreement, or any similar agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company HBI or any of its Subsidiaries; , and (vii) the Company has complied neither HBI, any Subsidiary, or any employee or independent contractor is in violation of any such agreement. HBI is in compliance with all applicable Laws related to employment, employment practices, wages, hours notice and other terms requirements under the Worker Adjustment and conditions Retraining Notification Act of employment (including the classification 1988, and compensation of employees for purposes of the Fair Labor Standards Act any other similar applicable foreign, state, or local laws relating to facility closings and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementslayoffs.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement agreements, trade union, works council or other agreement with a labor union or like organization; (ii) contract applicable to employees of any Group Company, and to the Knowledge knowledge of the Company, as of the date hereof, there are no ongoing union organizational campaigns, petitions or other unionization activities or proceedings seeking recognition of a collective bargaining unit relating to any employee of any Group Company. There is no (i) unfair labor organization practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending, or (ii) lockout, strike, slowdown, work stoppage or threat thereof by or with respect to organize any employees current or former employee, officer, consultant or independent contractor of the Company or any of its Subsidiaries Subsidiaries.
(b) Each Group Company (i) is, and no demand for recognition since the Applicable Date has been, in compliance in all material respects with all applicable Laws relating to labor, employment and employment practices, including those related to wages, work hours, shifts, overtime, social security benefits, holidays and leave, collective bargaining terms and conditions of employment and the payment and withholding of taxes and other sums as required by the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; appropriate Governmental Authority, and (iiiii) no employees to the knowledge of the Company Company, does not have any material liability, taxes or penalties for failure to pay wages that have come due and payable under applicable Law or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there social security benefits. There is no claim with respect to payment of wages, salary or overtime pay that is now pending or, to the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current persons currently or former employees of the formerly employed by any Group Company that would reasonably be expected to result in a Company Material Adverse Effect. There is no charge or any of its Subsidiaries; and (vii) the Company has complied proceeding with all applicable Laws related respect to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect a violation of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereofoccupational safety or health standards that is now pending or, to the Knowledge knowledge of the Company, threatened with respect to any Group Company that would reasonably be expected to result in a Company Material Adverse Effect. There is no current executive, key employee or group charge of employees has given notice of termination of discrimination in employment or otherwise disclosed plans employment practices, for any reason, including, age, gender, race, religion or other legally protected category, which is now pending or, to terminate employment with the knowledge of the Company, threatened against any Group Company or before any Governmental Authority in any jurisdiction in which any Group Company Subsidiarycurrently employs any person that would reasonably be expected to result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (iClick Interactive Asia Group LTD)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a3.20(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: Letter sets forth (i) neither (A) a list of all directors, employees, contractors and consultants of the Company and its Subsidiaries (including title and position) as of the Agreement Date, and (B) the base compensation and target bonus of each such director, employee, consultant and consultant whose base compensation and target bonus exceeds $100,000 in the year ending December 31, 2007, and (ii) a list of all former directors, employees, contractors and consultants of the Company and each of its Subsidiaries who are receiving benefits or scheduled to receive benefits in the future, and the pension benefit, medical insurance coverage and other benefits of each such director, employee, contractor and consultant (except for benefits required to be made available by applicable Law). All employees, contractors and consultants of the Company and its Subsidiaries may be terminated by the Company or the relevant Subsidiary at any time with or without cause and without the payment of any severance or other material Liability to the Company or such Subsidiary. To the Company's Knowledge, all contractors and consultants of the Company have been properly characterized as independent contractors.
(b) Neither the Company nor any of its Subsidiaries is a party or subject to any labor union or collective bargaining Contract. There have not been and there are not pending or threatened any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations which involve the labor or employment relations of the Company or any of its Subsidiaries. There is no unfair labor practice, charge or complaint pending, unresolved or, to the Company's Knowledge, threatened before the National Labor Relations Board.
(c) Each of the Company and its Subsidiaries has complied in all material respects with each, and is not in violation in any material respect of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no material violations of any other Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person. Each of the Company and its Subsidiaries has filed all reports, information and notices required under any Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person.
(d) Each of the Company and its Subsidiaries has paid or properly accrued in the ordinary course of business all wages and compensation due to employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses.
(e) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of Contract which restricts the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative from relocating, closing or terminating any of its operations or facilities or any employees has been made by or on behalf of any labor or like organization; (iii) no employees of portion thereof. Neither the Company or nor any of its Subsidiaries are represented by have effectuated a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act")) or (ii) a "mass lay-off" (as defined in the WARN Act), in either case affecting any labor union site of employment or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees facility of the Company or any of its Subsidiaries; and (vii) , except in accordance with the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsWARN Act.
(bf) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers Each of the Company and its Subsidiaries has been provided to Parent. As complied and is in compliance in all material respects with the requirements of the date hereof, to the Knowledge Immigration Reform and Control Act of 1986. Section 3.20(f) of the Company, no current executive, key Company Disclosure Letter sets forth a true and complete list of all employees working in the United States who are not U.S. citizens and a description of the legal status under which each such employee or group of employees has given notice of termination of employment or otherwise disclosed plans is permitted to terminate employment with work in the Company or any Company SubsidiaryUnited States.
Appears in 1 contract
Samples: Merger Agreement (Aptimus Inc)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement Contract that pertains to Employees of the Company or other agreement any of its Subsidiaries. There are no organizing activities or collective bargaining arrangements that could affect the Company or any of its Subsidiaries pending or under discussion with a any labor union organization or like organization; (ii) group of Employees of the Company or any of its Subsidiaries. There is, and during the past five years there has been, no labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge knowledge of the Company, as threatened against or affecting the Company or any of its Subsidiaries, nor is there any basis for any of the date hereof, there foregoing. Neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract. There are no activities pending or, to the knowledge of the Company, threatened union grievances or proceedings union representation questions involving Employees of the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries has engaged or is engaging in any unfair labor organization practice. No unfair labor practice or labor charge or complaint is pending or, to organize the knowledge of the Company, threatened with respect to the Company or any employees of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority. Neither Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law which remains unsatisfied. During the past five (5) years, neither Company nor any of its Subsidiaries are or have been a party to any redundancy agreements (including social plans or job protection plans).
(c) The Company and each of its Subsidiaries have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Employees of the Company or any of its Subsidiaries and no demand are not liable for recognition as any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable Laws relating to the exclusive bargaining representative employment of any employees has been made by labor. The Company and each of its Subsidiaries have paid in full to all their respective Employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Employees. There are no material pending or, to the knowledge of the Company, threatened or reasonably anticipated Actions against the Company or any of its Subsidiaries under any worker’s compensation policy or long-term disability policy.
(d) 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. None of the Company, any of its Subsidiaries or any of its or their executive officers has received within the past five years any notice of intent by any Governmental Authority responsible for the enforcement of labor or like organization; (iii) employment Laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the knowledge of the Company, no employees such investigation is in progress. To the knowledge of the Company, no current Employee or officer of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as is expected, to terminate his employment relationship with such entity following the consummation of the date hereoftransactions contemplated hereby.
(e) The Company and each of its Subsidiaries is in material compliance with all applicable federal, there is no pending orstate and local Laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, employee safety and health and wages and hours. The services provided by each of the Company’s and its Subsidiaries’ Employees are terminable at the will of the Company and its Subsidiaries. Neither the Company nor any Subsidiary reasonably anticipates any direct or indirect material liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any individual leased from another employer.
(f) To the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against Employee of the Company or any of its Subsidiaries pending before the National Labor Relations Board is obligated under any Contract or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit agreement or investigation by or before any Governmental Authority with respect subject to any current judgment, decree, or former employees order of any court or administrative agency that would interfere in any material respect with such person’s efforts to promote the interests of the Company or that would interfere in any of its Subsidiaries; and (vii) material respect with the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including Company’s business or the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers ability of the Company and its Subsidiaries has been provided to Parent. As of consummate the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiarytransactions contemplated by this Agreement.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement Contract that pertains to employees of the Company or other agreement any of its Subsidiaries. There are no, and since January 1, 2014 there have been no, organizing activities or collective bargaining arrangements that could reasonably be expected to affect the Company or any of its Subsidiaries pending or under discussion with a any labor union organization or like organization; (ii) group of employees of the Company or any of its Subsidiaries. There is no, and since January 1, 2014 there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge of the CompanySellers, threatened against or affecting the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract. There are no pending or, to the Knowledge of the Sellers, threatened union grievances or union representation questions involving employees of the Company or any of its Subsidiaries.
(b) Each of the Company and each Subsidiary is in compliance in all material respects with, and since January 1, 2014 has complied in all material respects with, all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. Neither the Company nor any Subsidiary is engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. No unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the date hereofSellers, there threatened with respect to the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority.
(c) The Company and each of its Subsidiaries have withheld and paid to the appropriate Governmental Authority or are no activities or proceedings of any labor organization holding for payment not yet due to organize any such Governmental Authority all amounts required to be withheld from employees of the Company or any of its Subsidiaries and no demand are not liable for recognition as any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable Laws relating to the exclusive bargaining representative employment of any labor. The Company and each of its Subsidiaries have paid in full to all their respective employees has been made by or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees.
(d) 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. None 30 of the Company, any of its Subsidiaries or any of its or their executive officers has received since January 1, 2014 any notice of intent by any Governmental Authority responsible for the enforcement of labor or like organization; employment laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the Knowledge of the Sellers, no such investigation is in progress. Neither the Company nor any of its Subsidiaries is a federal contractor or subcontractor subject to Executive Order 11246. as amended, and the applicable regulations contained in 41 C.F.R. Part 60-1 et seq.
(iiie) To the Knowledge of the Sellers, no employees current employee or officer of the Company or any of its Subsidiaries are represented intends to terminate his employment relationship with such entity following the consummation of the transactions contemplated hereby.
(f) Schedule 3.12(f) of the Disclosure Schedules sets forth (i) a complete list of all individuals employed by any labor union or works council; (iv) Sellers and their Affiliates as of the date hereofof this Agreement that are engaged in the Business (the individuals set forth on such schedule are each a “Business Employee” and are collectively referred to as the “Business Employees”), there is no pending or(ii) first date of employment with the applicable Seller, (iii) the current compensation of any kind or description whatsoever for each such employee, including but not limited to the Knowledge of the Companybase salary or hourly rate, threatened strikeseverance arrangements or fringe or other benefits paid by any Seller and expected and maximum potential target bonuses or other incentive compensation, lockoutwhether payable in cash or in kind, slowdown(iv) wage and hour classification for each employee, or work stoppage ; (v) there the name, title, position and business unit that is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; applicable to such employee, (vi) there is no pending orvisa status, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) whether such individual is currently employed, on leave relating to work-related injuries and/or receiving disability benefits under any Seller Benefit Plan, and (viii) any payments or benefits required or anticipated to be made or provided by such Seller to any such employee in connection with the Company has complied with all applicable Laws related transactions contemplated in this Agreement or any other change of control transaction, including, without limitation, cash payments, forgiveness of indebtedness, assumption of tax liability, severance benefits or vesting acceleration, and any agreement or understanding between or among such Seller and any such employee relating to employmentany such payment or benefit. On or immediately prior to the Closing Date, employment practicesSellers shall update Schedule 3.12(f) of the Disclosure Schedules of to reflect any new hires, wages, hours terminations or departures of Business Employees (and other terms and conditions of employment (including the classification and compensation of employees individuals appearing on such updated schedule shall be deemed to be Business Employees for purposes of this Section 3.12 and Section 5.14). Except as set forth in Schedule 3.12(f) of the Fair Labor Standards Act Disclosure Schedules, no Business Employee is subject to any agreements under which he or she will receive any employee wages, incentive compensation in the form of cash, equity or any other property, or other benefits and cognate state laws) and there are no severance payments or other Laws in respect payments that are or could become payable to any Business Employee under the terms of any reduction in forceoral or written agreement or commitment or any Law, including noticecustom, information and consultation requirements.
(b) True and complete information trade or practice as to the name, current job title and compensation for each a result of the last three years of all current directors and executive officers of transactions contemplated in this Agreement or the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryAncillary Agreements.
Appears in 1 contract
Labor and Employment Matters. (a) Except The Company and its Subsidiaries are, and for the past three years have been, in compliance in all material respects with all federal, state, and foreign Applicable Laws respecting labor, employment, and employment practices, including terms and conditions of employment, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as disclosed in Section 3.12(a) amended, or any similar Applicable Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance, Title VII of the Company Disclosure Schedule or, in the case Civil Rights Act of clauses (vi) and (vii)1964, as would not reasonably be expected to have a Material Adverse Effect: (i) neither amended, the Company nor any Equal Pay Act of its Subsidiaries is a party to any collective bargaining agreement or other agreement 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with a labor union or like organization; (ii) to Disabilities Act, as amended, and state anti-discrimination laws. To the Knowledge of the Company, as of the date hereof, (i) there are no activities audits or proceedings investigations pending or scheduled by any Governmental Authority pertaining to labor or the employment practices of any labor organization the Company, and (ii) during the last three years, no complaints relating to organize any employees employment practices of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has have been made by to any Governmental Authority.
(b) Neither the Company nor any Subsidiary of the Company is a party to, or on behalf of otherwise bound by, any labor or like organization; (iii) Labor Agreement, and no employees of the Company or any Subsidiary of its Subsidiaries the Company are represented by any labor union or union, works council; (iv) as , or other labor organization with respect to their employment with the Company or any Subsidiary of the date hereofCompany. To the Knowledge of the Company, neither the Company nor any Subsidiary of the Company is subject to any charge, demand, petition or representation Proceeding seeking to compel, require or demand it to bargain with any labor union, works council or labor organization. There are, and for the past three years there is have been, no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against organizing activities with respect to any employees of the Company or any Subsidiary of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) Company. There is no, and for the past three years there is no has been no, pending or, to the Knowledge of the Company, threatened unfair labor practice charge, material labor grievance, chargematerial labor arbitration, complaintstrike, audit lockout, walkout, slowdown, work stoppage, picketing, handbilling, or investigation by other material labor dispute against or before involving the Company or any Governmental Authority Subsidiary of the Company.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) the Company and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under Applicable Law or Contract; and (ii) each individual who is providing or within the past three years has provided services to the Company and its Subsidiaries and is or was classified and treated as (A) an exempt or non-exempt employee, or as (B) an independent contractor, consultant, leased employee, or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes.
(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which the Company has Knowledge and, with respect to each such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. To the Knowledge of the Company, the Company and its Subsidiaries do not reasonably expect any material Liabilities with respect to any current such allegations described in the preceding sentence. To the Knowledge of the Company, no material allegations of discrimination or former employees sexual harassment have been made against any employee of the Company or any of its Subsidiaries; and Subsidiaries at a level of Vice President or above.
(viie) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, or reduction in salary or wages affecting employees of the Company or any Subsidiary of the Company has complied with all applicable Laws related to employmentoccurred since March 1, employment practices2020 or is currently contemplated, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in forceplanned or announced, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each a result of the last three years of all current directors and executive officers of the COVID-19. The Company and its Subsidiaries has been provided have not otherwise experienced any material employment-related liability with respect to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryCOVID-19.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) None of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Group Companies is a party to to, or otherwise bound by, any collective bargaining agreement agreement, contract, or other written agreement with a labor union or like labor organization; . None of the Group Companies is subject to, and during the past three (3) years there has not been, any charge, demand, petition, organizational campaign, or representation proceeding seeking to compel, require, or demand it to bargain with any labor union or labor organization nor is there pending any labor strike or lockout involving any of the Group Companies.
(i) The Group Companies are in compliance in all material respects with all applicable material Labor Laws and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages, (ii) none of the Group Companies is delinquent in any payments to any employee or to any temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the Company Business and classified by the Group Companies as other than an employee or compensated other than through wages paid by the Group Companies through its respective payroll department (“Company Contingent Workers”), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Company Contingent Workers, (iii) there are no grievances, complaints or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of the Company, threatened in writing against any of the Group Companies in any judicial, regulatory or administrative forum or under any private dispute resolution procedure, (iv) all employees of the Group Companies are employed at-will and no such employees are subject to any contract with any of the Group Companies or any policy or practice of any of the Group Companies providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by any of the Group Companies, (v) none of the Group Companies has experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign Law affecting any site of employment of the Group Companies or one or more facilities or operating units within any site of employment or facility of the Group Companies, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an “employment loss,” as defined in the WARN Act, with respect to the Group Companies, and (vi) there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge reasonably anticipated claims or actions against the Company or any of its Subsidiaries pending before the National Labor Relations Board Group Companies under any workers’ compensation policy or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementslong-term disability policy.
(bc) True Notwithstanding any other provision of this Agreement, the representations and complete information as to warranties contained in Section 2.15(a) and Section 2.15(b) constitute the name, current job title sole and compensation for each exclusive representations and warranties of the last three years of all current directors Group Companies relating to collective bargaining matters and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment compliance with the Company or any Company SubsidiaryLabor Laws.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would The Seller is not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement or other agreement with a labor union or like organization; (ii) Contract that pertains to any Business Employees. To the Knowledge knowledge of the Company, as of the date hereofSeller, there are no union organizing activities pending or proceedings threatened. There is, and during the past five years there has been, no labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the knowledge of the Seller, threatened against or affecting the Business or the Seller in connection with the Business. The Seller has not breached or otherwise failed to comply with the provisions of any labor organization to organize collective bargaining or union Contract affecting any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries Business Employees. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge knowledge of the CompanySeller, threatened strike, lockout, slowdown, union grievances or work stoppage ; union representation proceedings involving any Business Employees.
(vb) there The Seller has not engaged and is no not engaging in any unfair labor practice in connection with the Business. No unfair labor practice or labor charge against or complaint is pending or, to the Company knowledge of the Seller, threatened with respect to the Business or any of its Subsidiaries pending the Seller in connection with the Business before the National Labor Relations Board Board, the Equal Employment Opportunity Commission or any comparable other Governmental Authority.
(c) The Seller has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor relations authority; in connection with the Business. The Seller has paid in full to all Business Employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf thereof.
(vid) there The Seller is no pending ornot a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to or affecting Business Employees or employment practices in connection with the Business. Neither the Seller nor any of its executive officers has received within the past two years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Business and, to the Knowledge knowledge of the CompanySeller, threatened grievanceno such investigation is in progress. To the knowledge of the Seller, chargeno current Business Employee intends, complaintor is expected, audit to terminate his employment relationship with the Business following the consummation of the transactions contemplated hereby.
(e) Within the past five years, the Seller has not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or investigation one or more facilities or operating units within any site of employment or facility of the Seller, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Seller related to the Business, nor has the Seller been affected by any transaction or before engaged in layoffs or employment terminations sufficient in number to trigger application of any Governmental Authority similar state or local law, in each case with respect to which there are any current or former employees of unsatisfied liabilities. No Business Employee has suffered an “employment loss” (as defined in the Company WARN Act or any of its Subsidiaries; and (viisimilar state or local law) in the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parentpast 90 days. As of used in this Agreement, “WARN Act” means the date hereofWorker Adjustment and Retraining Notification Act (the “WARN Act”), to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary29 U.S.C. §§ 2101 et seq.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Schedule 4.18 sets forth a list of the names of all employees -------------- of the Company Disclosure Schedule orand indicates the current salary or wage rates of each such person. The Company has not terminated any employees within the past 90 days. No director, officer, employee or agent of the Company has filed any grievance with or against the Company (or any director, officer, employee or agent thereof), nor has the Company (or any director, officer, employee or agent thereof) taken any action which may reasonably likely result in the case filing of clauses any such grievance by any such person.
(vib) The Company has withheld and (vii)paid to the appropriate Governmental Authorities, as would or is withholding for payment not reasonably yet due to such authorities, all amounts required to be expected withheld from its employees; is not liable for any arrears of wages, Taxes, penalties or other sums for failure to have a Material Adverse Effect: (i) neither the Company nor comply with any of its Subsidiaries the foregoing; and has complied in all material respects with all Applicable Laws, rules and regulations relating to the employment of labor.
(c) The Company is not a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) contract applicable to the Knowledge employees of the Company, as ; there has been no breach or other failure to comply with any material provision of the date hereof, there are no activities such agreement or proceedings of any labor organization to organize any employees of contract; and the Company or is not subject to any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries complaint pending before the National Labor Relations Board or any comparable other Governmental Authority pending or threatened labor relations authority; strike, slowdown, work stoppage, lockout, or other organized labor disturbance, or threat thereof, pending grievance proceeding, pending representation question respecting, pending arbitration proceeding arising out of or under any collective bargaining agreement or attempt by any union to represent employees of the Company as a collective bargaining agent.
(vid) there No employee or director of the Company is no pending ora party to, to or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other person that in any way adversely affects or will affect (i) the Knowledge performance of his duties as an employee or director of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees (ii) the ability of the Company or any of to conduct its Subsidiaries; and (vii) business. To the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge knowledge of the Company, no current executivedirector, officer, or other key employee or group of employees has given notice of termination of employment or otherwise disclosed plans the Company intends to terminate his employment with the Company or any Company SubsidiaryCompany.
Appears in 1 contract
Samples: Merger Agreement (Vsource Inc)
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(a) Schedule 3.11 of the Company Disclosure Schedule orSchedules, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is not a party to, and is not otherwise subject to or bound by, any labor or collective bargaining agreement or other agreement with a labor union or like organization; Contract, (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the CompanySeller Parties, threatened strikethreatened, lockoutand during the past five years have been no, slowdownorganizing activities or efforts, demands for recognition, or work stoppage ; (v) there is no unfair labor practice charge against questions concerning representation on behalf of or with respect to any Business Employees, or that could otherwise affect the Company or the Business, pending or under discussion with any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; organization, (viiii) there is no pending or, to the Knowledge of the CompanySeller Parties, threatened grievancethreatened, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of and during the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three past five years of all current directors and executive officers of the Company and its Subsidiaries there has been provided to Parent. As of the date hereofno, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge of the Seller Parties, threatened against or affecting the Business or the Company, nor to the Knowledge of the Seller Parties is there any basis for any of the foregoing. The Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract affecting any Business Employees. There are no pending or, to the Knowledge of the Seller Parties, threatened union grievances or arbitration demands involving any Business Employees.
(b) The Company is and at all times has been in compliance with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. The Company is not and has not at any time engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. No unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Seller Parties, threatened with respect to the Business or the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority.
(c) The Company has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor. The Company has paid in full to all Business Employees (or, if not yet payable, adequately accrued for in accordance with GAAP) all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf thereof.
(d) The Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to or affecting Business Employees or the Company’s employment practices. Neither the Seller Parties nor any of its Key Employees or other officers has received within the past five years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Company or the Business and, to the Knowledge of the Seller Parties, no such investigation is in progress.
(e) There has not been, and the Seller Parties do not anticipate or have any reason to believe that there will be, any adverse change in relations with Business Employees as a result of the announcement or consummation of the Transaction. To the Knowledge of the Seller Parties and except as set forth on Schedule 3.11(e), no current executiveBusiness Employee intends, key employee or group is expected, to terminate his or her employment relationship with the Company following the consummation of employees the Transaction.
(f) Since the enactment of the Worker Adjustment and Retraining Notification Act (the “WARN Act”), 29 U.S.C. §§ 2101 et seq., the Company has given notice of termination not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or otherwise disclosed plans to terminate one or more facilities or operating units within any site of employment with or facility of the Company, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company, nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. No Business Employee has suffered an “employment loss” (as defined in the WARN Act) in the past three years. Company Subsidiaryhas not violated any state, provincial or local law similar to the WARN Act.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the No Group Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement or other agreement with a labor union or like organization; (ii) Contract that pertains to the Knowledge employees of the CompanyGroup Companies. There are no, as of the date hereofand since January 1, there are no 2018 have been no, organizing activities or proceedings of collective bargaining arrangements that would reasonably be expected to affect the Group Companies pending or under discussion with any labor organization to organize any or group of employees of the Company Group Companies. There is no, and since January 1, 2018 there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the knowledge of Group Companies, threatened against or affecting the Group Companies (including as a result of COVID-19 or COVID-19 Measures), nor is there any basis for any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries foregoing. There are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge knowledge of the CompanyGroup Companies, threatened strikeunion grievances or union representation questions involving employees of any of the Group Companies. None of the Group Companies has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract.
(b) Each Group Company is, lockoutand since January 1, slowdown2018 has been, in compliance in all material respects with all applicable Laws respecting employment, including discrimination or work stoppage harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors; provided, that the foregoing is without limitation to the provisions of subsections (vg), (h) there and (i) of this Section 3.11. None of the Group Companies is no engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. No unfair labor practice or labor charge against or complaint is pending or, to the Company or knowledge of the Group Companies, threatened with respect to any of its Subsidiaries pending the Group Companies before the National Labor Relations Board Board, the Equal Employment Opportunity Commission or any comparable other Governmental Authority.
(c) The Group Companies have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from the Group Company Employees and are not liable for any arrears of wages, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor; provided, that the foregoing does not apply to the withholding or payment of Taxes, which are addressed in Section 3.15 hereof. The Group Companies have paid in full to all their respective Group Company Employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits or other compensation due to or on behalf of such employees.
(d) None of the Group Companies is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. No Group Company or any of member their respective senior leadership teams has received since January 1, 2018 any notice of intent by any Governmental Authority responsible for the enforcement of labor relations authority; or employment laws to conduct an investigation relating to Group Companies and, to the knowledge of the Group Companies, no such investigation is in progress.
(vie) there Except as set forth on Schedule 3.11(e) of the Disclosure Letter, to the knowledge of the Group Companies, as of the date of this Agreement, no current employee of vice president level or above or officer of any of the Group Companies intends, or is expected, to terminate his or her employment relationship with such entity following the consummation of the transactions contemplated hereby.
(f) Except as set forth on Schedule 3.11(f) of the Disclosure Letter, since January 1, 2018, (i) no pending allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the Knowledge knowledge of the CompanyGroup Companies, threatened grievanceagainst any Group Company or any of their respective employees in their capacities as such, charge(ii) to the knowledge of the Group Companies, complaintno incidents of any such workplace sexual harassment, audit discrimination or investigation other misconduct have occurred, and (iii) none of the Group Companies have entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by or before any Governmental Authority of their employees.
(g) Except as set forth on Schedule 3.11(g) of the Disclosure Letter, since January 1, 2020, as related to COVID-19, no Group Company has (i) taken any material action with respect to any current Group Company Employees, including implementing workforce reductions, terminations, furloughs or former employees of material changes to compensation, benefits or working schedules, (ii) applied for or received loans or payments under the Company CARES Act or any of its Subsidiaries; and other COVID-19 Measures or (viiiii) the Company has complied with all applicable Laws experienced any material employment-related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsliability.
(bh) True Each of the Group Companies is in compliance in all material respects with all COVID-19 Measures applicable to any location in which such Group Company operates. To the extent a Group Company is requiring employees to perform in-person work in any locations subject to a health and complete information as safety order, such Group Companies’ requirements for in-person services meet the standards set forth in the current order. The Group Companies have also documented any work-related injury and illness to the name, current job title and compensation for each extent required by OSHA.
(i) None of the last three years Group Companies have received in writing any complaints or concerns (i) from employees regarding leaves of all current directors and executive officers of absence, paid sick time, or similar matters related to COVID-19, (ii) regarding the Company and its Subsidiaries has been provided Group Companies’ reporting, or failure to Parent. As of the date hereofreport, to employees, contractors, customers, vendors or the Knowledge of public, the Company, no current executive, key employee or group presence of employees has given notice or contractors who have tested positive for, or exhibited symptoms of, COVID-19, or other potential means of termination of employment exposure to COVID-19 or otherwise disclosed plans (iii) alleging that any Group Company failed to terminate employment with the Company provide a safe working environment, appropriate equipment or any Company Subsidiaryaccommodation in relation to COVID-19.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(aset forth on Schedule ----------------------------- 2.1(m) of the Company HT Disclosure Schedule or, or in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: HT SEC Documents:
(i) neither the Company Neither HT, HLP nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement or other current labor agreement with a any labor union or like organization; , and there is no current union representation question involving employees of HT, HLP or any Subsidiary, nor does HT, HLP or any Subsidiary have any Knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(ii) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure pending, or, to the Knowledge of the CompanyHT, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company HLP or any of its Subsidiaries and Subsidiary, threatened against HT, HLP or any Subsidiary.
(iii) There is no demand for recognition as the exclusive bargaining representative of complaint, lawsuit or proceeding in any employees has been made forum by or on behalf of any labor present or like organization; (iii) no employees former employee, any applicant for employment or any classes of the Company foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship pending, or, to the Knowledge of HT, HLP or any Subsidiary, threatened against HT, HLP or any Subsidiary.
(iv) There is no strike, slowdown, work stoppage or lockout pending, or, to the Knowledge of HT, HLP or any Subsidiary, threatened, against or involving HT, HLP or any Subsidiary.
(v) Each of HT, HLP and each Subsidiary has complied with all legal obligations with respect to the employment authorization of its workforce, including without limitation, the timely and accurate completion of the Form I-9, Employment Eligibility Verification Form, for each of its United States employees as well as the maintenance of appropriate public access file documents for each employee classified as an H-1B specialty occupation worker. Neither HT, HLP or any Subsidiary has any Knowledge that any of its Subsidiaries are represented employees may not lawfully be employed by any labor union or works council; it.
(ivvi) as HT, HLP and each Subsidiary is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of the date hereofemployment, there wages, hours of work and occupational safety and health.
(vii) There is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge of the CompanyHT, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company HLP or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending orSubsidiary, to the Knowledge of the Companythreatened, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to which any current or former employees trustee, officer, employee or agent of the Company HT, HLP or any Subsidiary is or may be entitled to claim indemnification from HT, HLP or any Subsidiary pursuant to the HT Declaration of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employmentTrust, employment practicesHT's bylaws, wagesHLP Partnership Agreement, hours and other terms and conditions or any provision of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect a comparable charter or organizational document of any reduction in forceSubsidiary, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiaryindemnification agreement to which HT, HLP or any Subsidiary is a party or under applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hersha Hospitality Trust)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(aThe Company is not (and, with respect to the Business, Company Parent and its Affiliates are not) of a party to or bound by any collective bargaining agreement, works council agreement or similar contract with any Union, no such contract is currently being negotiated by the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the or Company nor Parent or any of its Subsidiaries Affiliates, and no Service Providers 3 Note to Draft: Subject to review of sample statement. are represented by any Union, works council or similar organization, employee representative or group of employees. There is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) no, and for the three years prior date hereof there has been no, pending or, to the Knowledge of the Company, as threatened, demand for recognition or petition or certification for the formation of a collective bargaining unit involving current or former Service Providers. There is no, and for the three years prior to the date hereofhereof there has been no, there are no activities (i) strike, slowdown, picketing, handbilling, walk out, work stoppage, lockout, unfair labor practice charge, grievance, or proceedings of any other labor organization dispute pending or, to organize any employees the Knowledge of the Company threatened, against the Company (or, with respect to the Business, Company Parent or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by Affiliates); or on behalf of any labor or like organization; (iiiii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no effort pending or, to the Knowledge of the Company, threatened strike, lockout, slowdownby, or work stoppage ; on behalf of, any Union to organize any current or former Service Providers.
(vb) The Company has not implemented any “plant closing” or “mass layoff” (in each case, as defined in Worker Adjustment and Retraining Notification Act or similar state law) with respect to which there is no unfair any unsatisfied liability.
(c) The Company is, and for the past four years has been (and, with respect to the Business, Company Parent and its Affiliates are, and for the past four years have been), in material compliance with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment of employees, former employees, and prospective employees and other workers, hiring, classification and payment of employees and independent contractors, health and safety, wages and hours (including overtime, minimum wage, meal and rest breaks, vacation time, sick leave and work-related expense reimbursement), pay equity, worker classification, background checks and drug testing, immigration and work eligibility, employment discrimination, harassment, retaliation, privacy, whistleblowing, disability rights or benefits, occupational safety and health requirements, civil rights, equal opportunity, plant closures and mass layoffs, affirmative action, workers’ compensation, terminations, collective bargaining, fair labor practice charge against the Company standards, personal rights, labor relations, farm labor and farm housing, family and medical leave and other leaves of absence, or any of its Subsidiaries other labor and employment-related matters. There is not, and for the four years prior to the date hereof there has not been any, Action pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation threatened) (i) by or before any Governmental Authority with respect to the Company concerning employment-related matters or (ii) against or affecting the Company or Company Parent or any of its Affiliates brought by any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsService Provider.
(bd) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to To the Knowledge of the Company, no current executiveService Provider of the Company who is an employee of the Company and earning annual base compensation in excess of $150,000 (i) has, key employee or group as of employees has the date hereof, (x) given notice of termination of employment employment, or (y) otherwise disclosed plans to terminate employment with the Company Business within the 12-month period following the date hereof, (ii) is employed under a non-immigrant work visa or other work authorization that is limited in duration, or (iii) has been the subject of any Company Subsidiarysexual or other type of discrimination, harassment, or similar misconduct allegations during his or her tenure at the Company.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) of the Company Disclosure Schedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Set forth on SCHEDULE 5(T)(I) to the Schedule of Exceptions is a list of all employees of TFC and each Subsidiary as of the date hereof and their respective positions, hire dates and, stated separately, base wage rates and the amount of any other compensation. The Company has no and has never had any employees.
(A) Neither TFC nor any of its Subsidiaries Subsidiary is a party to or bound by any collective bargaining agreement or other similar agreement with a any labor union organization, or like organization; (ii) work rules or practices agreed to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of with any labor organization or employee association applicable to organize any employees of the Company TFC or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organizationSubsidiary; (iiiB) no none of the employees of the Company TFC or any of its Subsidiaries Subsidiary are represented by any labor union organization and there are no organizational campaigns, demands, petitions or works council; (iv) as of the date hereof, there is no proceedings pending or, to the Knowledge of Company's and the CompanyFounders' knowledge, threatened strike, lockout, slowdown, by any labor organization or work stoppage group of employees seeking recognition or certification as collective bargaining representative of any group of employees of TFC or any Subsidiary; (vC) there is are no unfair labor practice charge against union claims to represent the Company employees of TFC or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authoritySubsidiary; and (viD) there is are no strikes, controversies, slowdowns, work stoppages, lockouts or labor disputes pending or, to the Knowledge of Company's and the CompanyFounders' knowledge, threatened grievanceagainst or affecting the TFC and the Subsidiaries, chargetaken as a whole, complaintand there has not been any such action during the past five (5) years.
(iii) Each of TFC and any Subsidiary is, audit or investigation by or before any Governmental Authority with respect to any current or former employees of and has at all times during at least the Company or any of its Subsidiaries; and last three (vii3) the Company has complied years, been in compliance with all applicable Laws related to respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment practicesstandards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or any other applicable Law except as would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as a whole. There are no employment Contracts with any employees of TFC or any Subsidiary and no restrictive covenants (other than any restrictive covenants that would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as a whole), written personnel policies, rules or procedures applicable to employees of TFC or any Subsidiary, other than those set forth in SCHEDULE 5(T)(III) to the Schedule of Exceptions, true and correct copies of which have heretofore been made available to the Subscriber. There are (A) no complaints, claims, controversies, charges, lawsuits or other proceedings related to TFC or any Subsidiary pending, or, to the Company's and the Founders' knowledge, threatened, in any court or with any agency responsible for the enforcement of federal, state, local or foreign labor or employment Laws regarding breach of any express or implied contract of employment, any Law or regulation governing employment or the termination thereof or other illegal, discriminatory, wrongful or tortious conduct in connection with the employment relationship, the terms and conditions of employment, or applications for employment with TFC or any Subsidiary; and (including B) except as would not have a Material Adverse Effect on TFC and the classification Subsidiaries, taken as a whole, no federal, state, local or foreign Governmental Entity responsible for the enforcement of immigration, labor, equal employment opportunity, family and compensation medical leave, wages, hours of employees for purposes of the Fair Labor Standards Act work, occupational health and cognate state laws) and safety or any other employment Laws in respect of any reduction in forceis conducting or, including notice, information and consultation requirements.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers knowledge of the Company and its Subsidiaries the Founders, intends to conduct an investigation with respect to or relating to TFC or any Subsidiary.
(iv) Since January 1, 2000, neither TFC nor any Subsidiary has been provided to Parent. As effectuated (A) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination 1988 ("WARN") affecting any site of employment or otherwise disclosed plans one or more facilities or operating units within any site of employment or facility of TFC or any Subsidiary; or (B) a "mass layoff" as defined in WARN affecting any site of employment or facility of TFC or any Subsidiary; nor has TFC or any Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to terminate trigger application of any similar state or local law. None of the employees of TFC or any Subsidiary has suffered an "employment loss," as defined in WARN, since January 1, 2001. TFC and each Subsidiary shall be solely and exclusively liable to provide such WARN or other plant closing or mass layoff notices as may be necessary in connection with any loss of employment by any employee of TFC or any Subsidiary, respectively, through and including the Closing Date.
(v) SCHEDULE 5(T)(V) to the Schedule of Exceptions sets forth a complete list of all foreign national employees on whose behalf TFC or any Subsidiary has submitted applications and petitions to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, or U.S. Department of State for immigration employment and visa benefits; and TFC and each Subsidiary have provided the Subscriber with copies of all such applications and petitions and all government notices regarding adjudication of such applications and petitions. SCHEDULE 5(T)(V) to the Schedule of Exceptions identifies and describes any pending or threatened actions against TFC or any Subsidiary for violations under the Immigration Reform and Control Act of 1986 respecting such employees of TFC and each Subsidiary.
(vi) SCHEDULE 5(T)(VI) to the Schedule of Exceptions sets forth a complete list of all business and/or assets of TFC and each Subsidiary involving federal contracts giving rise to any reporting or filing obligations with the Company or any Company SubsidiaryOffice of Federal Contract Compliance Programs ("OFCCP"), and each of TFC and each Subsidiary has complied in all material respects with all hiring and employment obligations applicable under OFCCP rules and regulations.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) As of the Company Disclosure Schedule date hereof, there are no material Claims pending or, to the knowledge of the Company, threatened in writing between the case Company or any Company Subsidiary and any of clauses their respective present or former employees.
(vib) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to any collective bargaining agreement or other similar labor union agreement with a any labor union union, labor organization or like organization; (ii) to works council, and no such agreement is presently being negotiated. To the Knowledge knowledge of the Company, as none of the date hereofemployees of the Company or any Company Subsidiary is represented by any labor union with respect to their employment with the Company or any Company Subsidiary, and there are no activities or proceedings of any labor organization union to organize any such employees. To the knowledge of the Company, there are no current and there has not been at any time during the last five (5) years any campaigns to solicit cards from employees of the Company or any Company Subsidiary to authorize representation by any labor union or labor organization and, to the knowledge of the Company, there are no current and there has not been at any time during the last five (5) years any other union organizing activities concerning any employees of the Company or any of its Subsidiaries and Company Subsidiary. There are no demand for recognition as current and, to the exclusive bargaining representative of any employees has Company’s knowledge, there have not been made by or on behalf of any labor strikes, slowdowns, work stoppages, lockouts, or like organization; (iii) no employees of any similar activity or dispute, affecting the Company or any of its Company Subsidiary during the last five (5) years.
(c) The Company and the Company Subsidiaries are represented by in compliance in all material respects with all federal, state, and foreign Laws respecting employment and employment practices, terms and conditions of employment, immigration, workers’ compensation, long-term disability, occupational safety, plant closings, compensation and benefits, and wages and hours (“Employment Practices”). Except as would not result in a Company Material Adverse Effect, individually or in the aggregate, neither the Company nor any labor union Company Subsidiary is liable for any payment to any trust or works council; other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (iv) other than routine payments to be made in the ordinary course of business consistent with past practice). To the Company’s knowledge, as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (vx) there is are no unfair labor practice charge against the Company material audits or any of its Subsidiaries investigations pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation scheduled by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information as pertaining to the name, current job title and compensation for each Employment Practices of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary; and (y) no material complaints relating to Employment Practices of the Company or any Company Subsidiary have been filed with any Governmental Authority or submitted in writing to the Company or any Company Subsidiary. To the Company’s knowledge, no event has occurred, nor does any condition or circumstance exist, that would reasonably be expected to provide a basis for the commencement of any such labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute. To the Company’s knowledge, the Company and the Company Subsidiaries are not engaged, and have never been engaged, in any unfair labor practice (as defined under the National Labor Relations Act) and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to the knowledge of the Company, threatened.
(d) Except as set forth in Section 2.11(d) of the Company Disclosure Schedule, to the knowledge of the Company, there are no unwritten policies, practices or customs or any other contracts, undertakings or agreements of the Company or the Company Subsidiaries that, by extension, could reasonably be expected to entitle any current or former employee to benefits in addition to what such employee is entitled by applicable legal requirements or under the terms of such employee’s employment contract, except where such benefits, individually or in the aggregate, would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is delinquent in payments to any of its employees for any material wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which are not, and will not reasonably be expected to be, material in magnitude.
(e) To the knowledge of the Company, and except as would not result in a Company Material Adverse Effect, individually or in the aggregate, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment Contract, non-disclosure or confidentiality agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Company Subsidiary by which the individual is employed because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(f) Except as would not result in a Company Material Adverse Effect, individually or in the aggregate, the Company and each Company Subsidiary is in compliance with the Worker Readjustment and Notification Act (the “WARN Act”) (29 U.S.C. §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other Governmental Authority.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(aSchedule 4.11(a) of the Company Disclosure Schedule orsets forth a true, in the case correct and complete list of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither all employees of the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization; (ii) to the Knowledge of the Company, Group as of the date hereof, there are no activities or proceedings including any employee who is on a leave of absence of any labor organization to organize any employees of nature, authorized or unauthorized, and sets forth for each such individual the Company following: (i) name; (ii) title or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by position (including whether full or on behalf of any labor or like organizationpart time); (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works councilhire date; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage current annual base compensation rate; and (v) there is no unfair labor practice charge against the Company commission, bonus or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in forceincentive based compensation, including notice, information any and consultation requirements.
(b) True all outstanding annual bonuses and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parentdeferred bonuses. As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company Group for services performed on or prior to the Knowledge date hereof have been paid in full (or accrued in full in the Company’s financial statements).
(i) There are no material Actions pending or, to the knowledge of the Company, threatened against any Company Group Member by any of its current or former employees, which Actions would be material to any Company Group Member; (ii) no current executiveCompany Group Member is, key employee nor has been for the past five (5) years, a party to, bound by, or group negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by any Company Group Member, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practice complaints pending against any Company Group Member before the National Labor Relations Board; and (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees has given notice of termination any Company Group Member.
(c) The Company Group is and have been in compliance in all material respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment or otherwise disclosed plans to terminate employment with employment, mass layoffs and plant closings (including the Company Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Company Subsidiarysimilar state or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours and collective bargaining and is not liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing.
Appears in 1 contract
Samples: Business Combination Agreement (Novus Capital Corp II)
Labor and Employment Matters. (a) Except as disclosed in set forth on Section 3.12(a3.16(a) of the Company Disclosure Schedule orSchedule, in the case of clauses (vi) and (vii)since January 1, as would not reasonably be expected to have a Material Adverse Effect: (i) 2019, neither the Company nor any of its Subsidiaries is has been a party to to, or bound by, any collective bargaining agreement agreement, collective agreement, or other agreement Contract with a labor union union, trade union, works council, labor organization or like organization; other representative of employees.
(iib) Since January 1, 2019, there have been no strikes, lockouts, picketing, work stoppages or similar labor disturbances existing or, to the Knowledge of the Company’s Knowledge, as of the date hereofthreatened, there are no activities or proceedings of any labor organization with respect to organize any employees of the Company or any of its Subsidiaries and Subsidiaries.
(c) Since January 1, 2019, there have been no demand for recognition as the exclusive bargaining representative of union certification or representation petitions or demands with respect to any employees has been made of the Company or its Subsidiaries and, to the Company’s Knowledge, no union organizing campaign or similar effort is pending or threatened with respect to any employees of the Company or its Subsidiaries.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no complaint, charge, grievance, investigation, audit, or other Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, consultant, former employee, retiree, labor organization, or other representative of its employees or relating to its employees or labor or like organization; employment practices (iiiincluding charges of or relating to: unfair labor practices, failure to pay wages, discrimination, harassment, retaliation, terms or conditions of employment, or employee leave practices) no employees or working conditions is pending or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries.
(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries are, and since January 1, 2019, have been, in compliance with all applicable Legal Requirements relating to labor and employment, including all such Legal Requirements relating to the engagement of leased employees, consultants, and independent contractors, non-discrimination, non-retaliation, affirmative action, terms and conditions of employment, collective bargaining, labor relations, hours of work, wage and hour requirements (including the proper classification of, compensation paid to, and related withholding with respect to employees, leased employees, consultants, and independent contractors), overtime pay, immigration, recordkeeping, data privacy, leaves of absence, WARN Act compliance, reasonable accommodation of disabilities, occupational health and safety requirements, workers’ compensation, payment of employment-related Taxes, and all other employment practices. Neither the Company nor any of its Subsidiaries is, or has been, a U.S. federal or state government contractor or sub-contractor.
(f) Section 3.16 of the Company Disclosure Schedule sets forth the employing entity of each employee of the Company or its Subsidiaries in each jurisdiction in which any employee of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirementslocated.
(b) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of the Company and its Subsidiaries has been provided to Parent. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company Subsidiary.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) As of the Company Disclosure Schedule ordate of this Agreement, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement or other agreement with a any labor union or like organization; (ii) to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of contract with any labor organization to organize any employees of the Company organization, works council or any of its Subsidiaries and no demand for recognition as the exclusive bargaining other representative of any employees has been made by or on behalf of any Company employees. There are no unfair labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no practice complaints pending or, to the Knowledge knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable other labor relations tribunal or authority; (vi) there is . There are no strikes, work stoppages, slowdowns, lockouts, labor arbitrations, material grievances, or other material labor disputes pending or, to the Knowledge knowledge of the Company, threatened grievanceagainst or involving the Company or any of its Subsidiaries, chargenor has there been for the past three (3) years, complaintany such activity. To the knowledge of the Company, audit or investigation by or before any Governmental Authority there are no organizational efforts with respect to any current or former the formation of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries; and (vii) the Company has complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements.
(b) True and complete information Except as to would not, individually or in the nameaggregate, current job title and compensation for each of the last three years of all current directors and executive officers of have a Company Material Adverse Effect, the Company and each of its Subsidiaries has been provided are, and for the past three (3) years have been, in compliance with all applicable labor and employment laws respecting employment and employment practices, including relating to Parentwage and hour (including the payment of compensation for minimum wage, hours worked, meal periods, and overtime), collective bargaining, discrimination, civil rights, equal employment opportunity, affirmative action, the proper classification of employees (exempt, non-exempt or temporary) and independent contractors, immigration, pay equity, safety and health, workers’ compensation, the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), the collection and payment of employment related Taxes, and all obligations imposed by any employment contracts. As of the date hereofThere are no material investigations, administrative proceedings, charges or formal complaints pending or, to the Knowledge knowledge of the Company, no current executivethreatened before the Equal Employment Opportunity Commission or any federal, key employee state or group of employees has given notice of termination of employment local agency or otherwise disclosed plans to terminate employment with court against or involving the Company or any of its Subsidiaries involving any of the foregoing matters. All Persons performing services for the Company Subsidiaryor any of its Subsidiaries have been properly classified as employees or independent contractors, as the case may be, for purposes of federal and applicable state Tax Laws and other Laws. For the past three (3) years, there has not been any “mass layoff” or “plant closing” as defined by the WARN Act or any similar state or foreign law, collective redundancy or similar action with respect to the Company or any of its Subsidiaries, and the transactions contemplated hereby will not cause the Company to implement a “mass layoff” or a “plant closing” under the WARN Act or any similar state or foreign law prior to or at the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Intermec, Inc.)
Labor and Employment Matters. (a) Except as disclosed in Section 3.12(a) Seller and its Subsidiaries have complied with all Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, safety and health, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of the Company Disclosure Schedule ortaxes, in the case of clauses (vi) and (vii)continuation coverage with respect to group health plans, as except for failures to comply that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Seller Material Adverse Effect: . There are no unresolved labor or employment controversies (including unresolved grievances, age, race, color, gender, national origin, disability or other discrimination claims, wage and hour claims, worker’s compensation claims, harassment or hostile work environment claims, EXECUTION VERSION retaliation or “whistleblower” claims, FMLA claims, claims for alleged breaches of contract, or claims of wrongful or tortious discharge of any kind) between Seller or any of its Subsidiaries and any Business Employee, or former Business Employee, of Seller regarding employment-related matters. Neither Seller nor any of its Subsidiaries has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Business and no such investigation is in progress.
(b) To the knowledge of Seller, no Business Employee, or former Business Employee, of Seller has any claim or any reasonable basis for any material Proceedings against, and no claim is pending or, to the knowledge of Seller, threatened against, Seller or any of its Subsidiaries in respect of the Business arising out of any Law relating to discrimination in employment or employment practices or occupational safety and health standards. No Business Employee, or former Business Employee, of Seller has any claim against Seller or any of its Subsidiaries (in either case, with respect to the Business) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary (excluding current bonus accruals and amounts accruing under pension and profit sharing plans) for any period other than the current payroll period, (iii) vacation, time off or pay in lieu of vacation or time off, other than that earned in respect of the current fiscal year, or (iv) any violation of any Law relating to minimum wages or maximum hours of work. No claim has been made that remains outstanding for breach of any contract of employment or for services or for severance or redundancy payments or protective awards or for compensation for unfair dismissal or for failure to comply with any Laws concerning employment rights or in relation to any alleged sex or race discrimination or for any other Liabilities accruing from the termination or variation of any contract of employment or for services, nor is Seller aware that any such claim has been threatened or is pending. No litigation by or on behalf of Business Employee, or former Business Employee, of Seller is pending, or to the knowledge of Seller, threatened in writing against Seller.
(c) Except as set forth in Section 4.10(c) of the Disclosure Letter, neither the Company Seller nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with a labor any union or like organization; (ii) labor organization and to the Knowledge knowledge of the Company, as of the date hereof, Seller there are no activities has not been any activity or proceedings proceeding of any labor organization or employee group to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; such employees. In addition, (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (vi) there is are no material unfair labor practice charge charges or complaints against the Company Seller or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; Board, (viii) there is are no labor strikes, slowdowns or stoppages actually pending or, to the Knowledge knowledge of the CompanySeller, threatened grievance, charge, complaint, audit against or investigation by or before any Governmental Authority with respect to any current or former employees of the Company affecting Seller or any of its Subsidiaries; , (iii) there are no representation claims or petitions pending before the National Labor Relations Board and (viiiv) there are no grievance or pending arbitration proceedings against Seller or any of its Subsidiaries that arose out of or under any collection bargaining agreement. This Section 4.10(c) shall not apply to a collective bargaining agreement with respect to which Purchaser will have no Liability or which is applicable to Seller by operation of local Law.
(d) Each Person who is a U.S. employee of the Company Business is employed at will. Each Person who is an independent contractor of the Business is properly classified as an independent contractor, and each Person who is an employee of the Business is properly classified as either an exempt or non-exempt employee, in each case for purposes of all employment-related Laws and all Laws concerning the status of independent contractors.
(e) With respect to each Person employed in the Business in the United States, (i) such Person was hired in compliance with the Immigration Reform and Control Act of 1986 (the “IRCA”) and (ii) Seller, with respect to the Business, has complied with all applicable Laws related to employment, employment practices, wages, hours recordkeeping and other terms and conditions regulatory requirements under the IRCA. Since the Balance Sheet Date (as defined below), neither Seller nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of EXECUTION VERSION employment or one or more facilities or operating units within any site of employment or facility of Seller or any of its Subsidiaries, (including ii) a “mass layoff” (as defined in the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state lawsWARN Act) and or (iii) such other Laws transaction, layoff, reduction-in-force or employment terminations sufficient in respect number to trigger application of any reduction in force, including notice, information and consultation requirementssimilar state or local law.
(bf) True and complete information No Business Employee is on long-term disability leave, extended absence or receiving worker’s compensation; provided, however, that disclosure of the name of such employee is not required if such disclosure would breach applicable Law, including pertaining to privacy, so long as the general nature of such leave or compensation is described in the side letter setting forth the Business Employees.
(g) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums or any other governmental fees or charges relating to the name, current job title and compensation for each employees of the last three years of all current directors Business, accrued wages, salaries and executive officers commissions and employee benefit plan payments with respect to employees of the Company Business have been accurately reflected in the books and its Subsidiaries has been provided to Parent. As records of the date hereofBusiness, as made available to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any Company SubsidiaryPurchaser.
Appears in 1 contract
Labor and Employment Matters. (a) Except as disclosed set forth in Section 3.12(aSCHEDULE 4.16(A) of the COMPANY DISCLOSURE SCHEDULE, there are no actions, suits, claims, charges, labor disputes, grievances or controversies pending, or to the Company's knowledge, threatened involving the Company Disclosure Schedule oror any of its subsidiaries and any of their employees or former employees. To the Company's knowledge, no Governmental Entity responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its subsidiaries and no such investigation is in progress. To the case Company's knowledge, no employee of clauses (vi) the Company or any of its subsidiaries has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such employee is bound due to such employee being employed by the Company or any of its subsidiaries and (vii)disclosing to the Company or any of its subsidiaries or using Trade Secrets of any other person. To the Company's knowledge, as would not reasonably be expected to have a Material Adverse Effectthere has been: (i) neither no labor union organizing or attempting to organize any employee of the Company nor or any of its Subsidiaries is a party to any subsidiaries into one or more collective bargaining agreement or other agreement with a labor union or like organizationunits; and (ii) no labor dispute, strike, work slowdown, work stoppage or lock out or other collective labor action by or with respect to the Knowledge of the Company, as of the date hereof, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as subsidiaries pending, or, to the exclusive Company's knowledge, threatened against or affecting the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries is a party to, or bound by, any collective bargaining representative of any employees has been made by agreement or on behalf of other agreement with any labor or like organization; (iii) no organization applicable to the employees of the Company or any of its Subsidiaries subsidiaries and no such agreement is currently being negotiated.
(b) To the Company's knowledge, the Company and its subsidiaries (i) are represented in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and is not engaged in any unfair labor practice, (ii) have withheld all amounts required by Law or by agreement to be withheld from the wages, salaries and other payments to employees, (iii) are not liable in any labor union material respect for any arrears of wages or works council; any Taxes or any penalty for failure to comply with any of the foregoing and (iv) as of the date hereofare not liable for any material payment to any trust or other fund or to any governmental or administrative authority, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current unemployment compensation benefits, social security or former other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice).
(c) To the Company's knowledge, no employee of the Company or any of its Subsidiaries; and (vii) subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law involving the Company or any of its subsidiaries. To the Company's knowledge, neither the Company, nor any of its subsidiaries nor any officer, employee, contractor, subcontractor or agent of the Company or any of its subsidiaries has complied with all applicable Laws related to employmentdischarged, employment practicesdemoted, wagessuspended, hours and threatened, harassed or in any other manner discriminated against an employee of the Company or any of its subsidiaries in the terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect because of any reduction act of such employee described in force, including notice, information and consultation requirements18 U.S.C. Section 1514A(a).
(bd) True SCHEDULE 4.16(D) of the COMPANY DISCLOSURE SCHEDULE contains a true and complete information as to list of (i) the name, current job title and compensation for each of the last three years names of all current directors elected and executive appointed officers of the Company and its Subsidiaries has been provided to Parentsubsidiaries, together with such person's position or function, annual base salary and incentives or bonus arrangement and (ii) the number of Common Shares owned beneficially or of record, or both, by each such person and the family relationships, if any, among such persons. As of the date hereof, to the Knowledge no key employee, director or officer of the Company, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or any of its subsidiaries has given notice to the Company, nor, is the Company Subsidiaryotherwise aware of any information that would lead it to reasonably believe, that any such person will or may cease to be engaged by the Company or its subsidiaries for any reason prior to the Effective Time. Except as set forth in SCHEDULE 4.16(D) of the COMPANY DISCLOSURE SCHEDULE, no key employee, director or officer of the Company or any of its subsidiaries will have a right of termination or payment under any employment or other agreement as a result of consummation of the transactions contemplated by this Agreement.
(e) Since October 31, 2005, neither the Company nor any of its subsidiaries has effectuated (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act ("WARN ACT"), affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign law or regulation similar to the WARN Act. To the Company's knowledge, none of the Company's or its subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) in the ninety (90) days prior to the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (BNS Holding, Inc.)