Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location. (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees. (c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees. (d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety. (e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Interest Purchase Agreement, Interest Purchase Agreement (Avnet Inc), Interest Purchase Agreement (Tech Data Corp)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement The Seller Disclosure Schedule sets forth (i) a list of all Facility Employees (including title, position, employment starting date, whether active or on a leave of absence), contractors and consultants primarily engaged in a single file for each business unit, a correct and complete list, activities at the Facility as of the date hereof, and (ii) the base compensation (listing annual salary) and bonus opportunity (if applicable) of the following with respect to each NewCo such Facility Employee: staff ID number or other unique identification number, job title, contractor and job locationconsultant.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party or subject to any labor union or collective bargaining contract that pertains agreement with respect to the NewCo Facility Employees. There have not been since January 1, 2009, and there are not pending or, to Seller’s Knowledge, threatened, any labor disputes, labor strikes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve Facility Employees. There is no unfair labor practice, charge or complaint pending, unresolved or, to Seller’s Knowledge, threatened before the National Labor Relations Board that involve Facility Employees. To Seller’s Knowledge, no event has occurred or circumstance exist that may provide the Knowledge basis of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions work stoppage or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or labor dispute with respect to any NewCo the Facility Employees.
(c) The consummation of Except as would not result in a material Liability to Buyer following the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereofClosing, Seller has satisfied as complied with each, and is not in violation of any, Law relating to anti-discrimination and equal employment opportunities in connection with the operation of the date hereofFacility. Except as would not result in a material Liability to Buyer following the Closing, andthere are no pending or, with respect to requirements that must be satisfied Seller’s Knowledge, threatened discrimination or retaliation complaint or charge relating to any characteristic protected by any Law against Seller before any Governmental Entity nor, to Seller’s Knowledge, does any basis therefor exist. Except as would not result in a material Liability to Buyer following the Closing, there are, and have been, no violations of any time following other Law respecting the date hereofhiring, Seller will satisfy prior to the Closing Datehours, all requirements to informwages, consult with occupational safety and health, employment, promotion, termination or provide notice benefits of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesFacility Employee.
(d) With Seller has paid or properly accrued in the Ordinary Course of the Business all wages and compensation due to Facility Employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses. The Seller Disclosure Schedule sets forth accrued vacation hours and aggregate dollar value of all such accrued vacation with respect to the NewCo Employees, each Facility Employee.
(ie) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since Since January 1, 2013 have been 2009, Seller has not effectuated a “plant closing” (as defined in compliance the WARN Act) or a “mass lay-off” (as defined in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employeesWARN Act), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements)either case affecting the Facility, except in accordance with the WARN Act.
(f) Except as would not be result in a material Liability to Buyer following the TS Business taken as a wholeClosing, and, except as set forth Seller has complied and is in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge requirements of the Seller, threatenedImmigration Reform and Control Act of 1986. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the The Seller Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to Facility Employees working in the Knowledge United States who are not U.S. citizens and a description of the Seller, other material communications received legal status under which each such Facility Employee is permitted to work in the two year period prior United States. All Facility Employees who are performing services for Seller in the United States are legally able to date hereof by work in the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyUnited States.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Labor and Employment Matters. (a) Section 2.1(a) With respect to the employees of the Employee Matters Agreement sets forth in a single file for each business unitInsurance Companies (the “Employees”): (i) there is no labor strike, a correct and complete listdispute, as slowdown, stoppage or lockout actually pending or, to the Knowledge of Seller, threatened against the date hereofInsurance Companies, (ii) no union claims to represent the Employees and, to the Knowledge of the following with respect to each NewCo Employee: staff ID number or other unique identification numberSeller, job titlethere are no current union organizing activities among such Employees, and job location(iii) none of Seller or the Insurance Companies is a party to or bound by any collective bargaining, labor union contract or similar agreement with any labor organization applicable to any Employees.
(b) Except as set forth on Schedule 3.24(b) hereto, with respect to the Employees, to the Knowledge of Seller, each of Seller and the Insurance Companies is and has been in Section 3.12(b) material compliance with all Law respecting employment and employment practices, terms and conditions of the Seller Disclosure Schedulesemployment, age and sex discrimination, wages and hours, and none of the SellerInsurance Companies has engaged in or is engaged in any unfair labor practices. Except as set forth on Schedule 3.24(b) hereto, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to the Employees, no unfair labor practice complaints have been filed against the Insurance Companies with any NewCo Governmental Entity and neither of the Insurance Companies has received any notice or communication reflecting an intention or threat to file any such complaint. Except as set forth on Schedule 3.24(b) hereto, no Person has made any claim against the Insurance Companies arising out of any statute, ordinance or regulation relating to discrimination with respect to the Employees, or employment practices with respect to the Employees.
(c) The consummation To the Knowledge of Seller, the transactions contemplated Insurance Companies have at all times properly classified each of their respective Employees as employees and as exempt or non-exempt for overtime pay, and have properly classified each of their independent contractors as independent contractors, as applicable, and have treated each person classified by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, them consistently with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeessuch status.
(d) With respect to the NewCo Employees, (iSchedule 3.24(d) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are contains a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge each officer and employee of the SellerInsurance Companies with the following information: employer, other material communications received in the two year period prior to date hereof by the Sellerdepartment, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety name, job grade and/or title, current salary, performance review dates, health and Health Act of 1970, as amendedlife insurance information, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety401(k) plan information.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc)
Labor and Employment Matters. (a) Section 2.1(aThe Company Disclosure Schedule sets forth (i) (A) a list of all directors, employees, contractors and consultants of the Employee Matters Agreement sets forth in a single file for each business unit, a correct Company and complete list, its Subsidiaries (including title and position) as of the date hereof, and (B) the base compensation and benefits of each such director, employee, contractor and consultant, and (ii) a list of all former directors, employees, contractors and consultants of the following 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. All directors, employees, contractors and consultants of the Company and its Subsidiaries may be terminated by the Company or the relevant Subsidiary at any time with respect to each NewCo Employee: staff ID number or without cause and without any severance or other unique identification number, job title, Liability to the Company or such Subsidiary. The individuals listed in Section 3.20(a) of the Company Disclosure Schedule have been properly characterized as independent contractors using the applicable rules and job locationregulations of the Internal Revenue Service.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their its Subsidiaries is a party or subject to any labor union or collective bargaining contract that pertains to the NewCo EmployeesContract. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there There have not been any, organizing activities or collective bargaining arrangements that would affect since the TS Business pending or under discussion with any labor organization or group date of incorporation of the NewCo Employees, (b) Company and there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or with respect 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. No event has occurred or circumstance exist that may provide the basis of any NewCo Employeeswork stoppage or other labor dispute.
(c) The consummation Each of the transactions contemplated by this AgreementCompany and its Subsidiaries has complied with each, including implementing and is not in violation of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no violations of any other Law respecting the Reorganizationhiring, will not give rise to hours, wages, occupational safety and health, employment, promotion, termination or benefits of any obligations to obtain consent or any opinion from any labor union, works council employee or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo EmployeePerson. With respect to requirements that must be satisfied as Each of the date hereofCompany and its Subsidiaries has filed all reports, Seller has satisfied as of information and notices required under any Law respecting the date hereofhiring, andhours, with respect to requirements that must be satisfied as wages, occupational safety and health, employment, promotion, termination or benefits of any time following the date hereofemployee or other Person, Seller and will satisfy timely file prior to the Closing Dateall such reports, all requirements information and notices required by any Law to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, be given prior to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesClosing.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Each of the Seller, Company and its Subsidiaries has paid or properly accrued in the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies ordinary course of business all wages and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices compensation due to employees, employing employees through services providersincluding all vacations or vacation pay, engagement of service providersholidays or holiday pay, collective bargainingsick days or sick pay, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations bonuses.
(e) Each of the personal rights of employees, former employees or prospective employees), terms Company and conditions of employment its Subsidiaries has complied and wages and hours (including classification of employees and equitable pay practices) and applicable Law is in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge requirements of the Seller, threatenedImmigration Reform and Control Act of 1986. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the The Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to employees working in the Knowledge United States who are not U.S. citizens and a description of the Seller, other material communications received legal status under which each such employee is permitted to work in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation United States. All employees of the Occupational Safety Company and Health Act of 1970, as amended, and its Subsidiaries who are performing services for the rules promulgated thereunder Company or any other applicable law establishing standards of, or otherwise relating to, workplace safetyof its Subsidiaries in the United States are legally able to work in the United States and will be able to continue to work in the United States following the Merger.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in The Company has Made Available to Parent a single file for each business unittrue, a correct and complete list, list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the following with respect to each NewCo Employee: staff ID number date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other unique identification numbercash-based incentive based compensation target for 2023; (viii) accrued paid time off as of December 31, job title2022; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, earned, due, and job locationpayable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment is not permitted by Law).
(b) Except as set forth in Section 3.12(b) of The Company is not, and has not been for the Seller Disclosure Schedulespast five years, none of the Seller, the Companies or any of their Subsidiaries is a party to to, bound by, or negotiating any labor or collective bargaining agreement or other contract that pertains with a union, works council or labor organization applicable to persons employed by the NewCo Employees. To Company, nor, to the Knowledge of the SellerCompany, (ai) are there are no, and for the three year period prior to date hereof there have not been any, organizing any activities or collective bargaining arrangements that would affect proceedings of any labor union to organize any such employees, (ii) the TS Business pending or under discussion Company does not have a duty to bargain with any labor such union or organization with respect to wages, hours or group other terms and conditions of the NewCo Employees, employment of any of their employees; (biii) there are no unfair labor unions practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the Knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other organizations representing, purporting to represent similar labor disruption or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or dispute with respect to any NewCo Employeesthe Company.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller Company is and has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance compliance, since June 5, 2020, in all material respects with all applicable Law regarding employment Laws and employment practices (including wages, hours, overtime contracts relating to labor and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices including Laws relating to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, employment discrimination, fair labor standards harassment and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees)retaliation, terms and conditions of employment employment, mass layoffs and wages and hours plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and equitable pay practices) independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and does not have any liability for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. Since June 5, 2020, the Company has not had any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable Law in respect state wage and hour Laws. The Company has no material liability since June 5, 2020 relating to the misclassification of any reduction Person as an independent contractor rather than an employee. Since June 5, 2020, there have been no misclassification claims filed or threatened in force writing against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past three (including notice3) years, information there is no and consultation requirements)there have not been any pending Actions, except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With any Actions threatened in writing, involving the Company with respect to the NewCo Employeeslabor or employment matters, (x) there are no material outstanding assessmentsincluding any claims relating to unfair labor practices, penaltiesdiscrimination, finesharassment, liens, charges, surchargesretaliation, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensationequal pay. The Company has not, and within the last three (y3) there are no outstanding claims that may materially affect the accident cost experience of the Company years has not been, subject to any order, decree, injunction or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof judgment by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding private settlement contract in respect of any actual labor or possible violation employment matters.
(d) There has been, and as currently contemplated as of the Occupational Safety and Health Act date of 1970this Agreement, as amendedwill be, and the rules promulgated thereunder no layoff, plant closing, termination, redundancy or any other applicable law establishing standards offorms of employment losses in the six (6)-month period prior to Closing that would reasonably trigger the obligations of the Company under the WARN Act or similar state, local or otherwise relating to, workplace safetyforeign Laws.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in With respect to each current independent contractor of the TS Business since December 31Company, 2015 that would violate the Company has Made Available to Parent for each such person (i) a brief description of the services they perform, if not otherwise set forth in their underlying agreements with the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or give rise to an obligation to provide compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement.
(f) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Worker Adjustment Retraining Form I-9 and Notification has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 19881986, as amendedand has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (the “IIRIRA”).
(g) Since June 5, 2020, the Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any similar state officer, director or local plant closing or mass layoff statute, rule or regulationmanagerial level employee of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Labor and Employment Matters. With respect to employees of and service providers to the Company and any Subsidiary:
(a) Section 2.1(a[Reserved];
(b) the Company is complying and has complied in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting employment discrimination, workers' compensation, family and medical leave, the Employee Matters Agreement Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company's Knowledge, Threatened with respect to such laws, either by private individuals or by Governmental Authority;
(c) the Company has not and is not engaged in any unfair labor practice, and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's Knowledge, Threatened, before the National Labor Relations Board or any other comparable authority;
(d) no labor union represents or has ever represented the Company's employees and no collective bargaining agreement is or had been binding against the Company. The Company is not currently negotiating to enter into such agreements. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending, and no claims therefor exist or have, to the Company's Knowledge, been Threatened;
(e) no labor strike, lock-out, slowdown, or work stoppage is or has ever been pending or Threatened against or directly affecting the Company;
(f) all Persons who are or were performing services for the Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on the Service's Form 1099 when required to do so; and
(g) SCHEDULE 5.20 hereto sets forth in a single file for each business unit, a correct and complete an accurate list, as of the date hereof, of all employees of the following with respect Company and any Subsidiary who earned more than $75,000 in 1998 or are expected to each NewCo Employee: staff ID number or other unique identification number, job titleearn that level in 1999, and job location.
lists all employment agreements with such employees, and the officers and directors and the rate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such Person as of (a) the Balance Sheet Date and (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp)
Labor and Employment Matters. Sellers shall deliver to Purchaser within seven (7) business days after the Effective Date, a list of all salaried and hourly employees and the current compensation of each employee of any of the Sellers involved in the operation of the Locations (the “Seller Employees”), excluding Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx.
(a) Section 2.1(a) Except as set forth on Schedule 5.12(a), there are no agreements, arrangements, or understandings that would restrict a Seller’s ability to terminate the employment or any or all of the Employee Matters Agreement sets forth in Seller Employees for any lawful reason or for no reason at all, without penalty or liability. No Seller is a single file for each business unitparty to, a correct and complete listthere does not otherwise exist, as of the date hereofany union, of the following collective bargaining or similar agreement with respect to each NewCo Employee: staff ID number employees of a Seller. To the Knowledge of Sellers, there is no pending or other unique identification numberthreatened strike, job titlework stoppage or work slowdown, and job locationrelating to the Assets.
(b) Except as set forth in Section 3.12(bon Schedule 5.12(b), no Seller presently has, or has had within the last five (5) of the Seller Disclosure Schedulesyears, none of the Sellerany pension, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Sellerprofit sharing, (a) there are nodeferred compensation, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent employee pension or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there health or welfare benefit plan or arrangement in which Seller Employees participate or have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesparticipated.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo EmployeesTo Sellers’ Knowledge, (i) there each Seller is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have has been in material compliance in with all material respects with applicable Law regarding federal and state laws respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, and wages and hours hours; (including classification of employees ii) each Seller is not and equitable pay has not been engaged in any unfair labor practices; and (iii) and each Seller has complied with all material applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) requirements of the Seller Disclosure Schedules, Immigration and Reform and Control Act of 1986. There are no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerSellers, threatened. With respect to the NewCo Employeesthreatened EEOC or DFEH claims, (x) there are no material outstanding assessmentsOSHA complaints, penaltiesunion grievances, fineswage and hour claims, liensunemployment compensation claims, charges, surcharges, or other amounts due or owing by the Seller, the Companies workers’ compensation claims or the Companies’ Subsidiaries pursuant like filed by or relating to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the any Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyEmployees.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Lehigh Gas Partners LP)
Labor and Employment Matters. (a) Section 2.1(a4.17(a) of the Employee Matters Agreement Company Disclosure Schedule sets forth in a single file for each business unit, a correct true and complete listlist of (i) all current Employees and their respective position, date of employment or engagement, work location (including country, state and city), employing or engaging entity, status as exempt or non-exempt, work authorization (including visa or work permit type and expiration date); (ii) salary or wages, accrued but unpaid bonuses and commissions, bonus and commission frameworks and pension benefits, and other compensation and material benefits, including accrued but unused paid time off; (iii) confidentiality, non-compete, non-solicitation and other restrictive covenant and innovation assignment agreements, if any; provided, that, personally identifiable information shall be protected by number in lieu of name, to the extent required by Applicable Law. As of the date hereof, to the Knowledge of the following with respect Company, none of the current Employees have advised the Company or any of the Company Subsidiaries of such Person’s intention to each NewCo Employee: staff ID number terminate such Person’s relationship or other unique identification numberstatus as an Employee for any reason, job titleincluding because of the consummation of the Transactions, and job locationneither the Company nor any of the Company Subsidiaries has plans or intentions as of the date hereof to terminate any such Person.
(b) Except as set forth in Section 3.12(b) Neither the Company nor any of the Seller Disclosure SchedulesCompany Subsidiaries is, none of the Selleror has been, the Companies a party, or any of their Subsidiaries is a party otherwise subject to any unexpired labor or collective bargaining contract that pertains to the NewCo Employeesagreement. To the Knowledge of the SellerCompany, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (bi) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, represent any NewCo EmployeesEmployees at any time in the last three (3) years, and (cii) there are nois no representation petition respecting the Employees pending before any Governmental Authority or, and for threatened to be brought or filed as of the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns of this Agreement or work stoppages pending or threatened by or with respect to any NewCo Employeestime in the last three (3) years.
(c) The consummation Neither the Company nor any of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise Company Subsidiaries is a party or subject to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With respect to threatened material labor strike, organized work stoppage, slowdown, lock out, unfair labor practice charge or similar labor activity or dispute affecting the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, Company or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience any of the Company Subsidiaries.
(d) During the last three (3) years, there has been, and there currently is, no lawsuit, legal proceeding, audit, complaint, charge, litigation or its Subsidiaries. Section 3.12(d) arbitration against the Company or any of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orCompany Subsidiaries pending, or to the Knowledge of the SellerCompany, other material communications received in the two year period prior threatened to date hereof be brought or filed, by the Seller, the Companies or the Companies’ Subsidiaries from with any Governmental Authority or other third-party regarding arbitrator in connection with the Company’s labor practices or the employment of any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyEmployee.
(e) The Company and the Company Subsidiaries are, and have been, in material compliance with Applicable Laws which affect labor and employment, including health and safety regulations, social security regulations, tax regulations, regulations regarding working conditions, working hours, employee classification and equal treatment. All Employees that perform services in the United States are eligible to work in the United States. To the Knowledge of the Company and the Company Subsidiaries, there have been no formal or written complaints of sexual harassment or sexual misconduct made against any Employee and the Company has not investigated or settled any such complaint of sexual harassment or sexual misconduct. Each individual providing services to the Company or any of the Company Subsidiaries as an independent contractor is classified correctly for purposes of wage and hour law, and any Contracts with independent contracts or staffing agencies are compliant with the law where the contractor is working.
(f) During the last three (3) years, the Company and the Company Subsidiaries have not effected a “mass layoff” or “plant closing” as defined by the WARN Act and Applicable Laws, and have complied in all material respects with the WARN Act and Applicable Laws. Neither the Seller Company nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 Company Subsidiaries have plans to undertake any action that would violate or give rise to an obligation to provide any notice required pursuant to trigger the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationWARN Act.
Appears in 2 contracts
Samples: Merger Agreement (AdTheorent Holding Company, Inc.), Merger Agreement (AdTheorent Holding Company, Inc.)
Labor and Employment Matters. (a) Except as set forth in Section 2.1(a4.17(a) of the Employee Matters Agreement sets forth in a single file for each business unitCompany Disclosure Schedule, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employeethe Company and its Subsidiaries: staff ID number (i) there is no collective bargaining agreement or relationship with any labor organization; (ii) no labor organization or group of employees has filed any representation petition or made any written demand for recognition; (iii) to the Company's Knowledge, no union organizing or decertification efforts are underway or threatened; (iv) no labor strike, work stoppage, slowdown, or other unique identification number, job titlematerial labor dispute has occurred, and job locationnone is underway or, to the Company's Knowledge, threatened; (v) there is no xxxxxxx'x compensation liability, experience or matter that has a Material Adverse Effect; (vi) there is no employment related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or, to the Company's Knowledge, threatened in any forum, relating to an alleged violation or breach by the Company or its Subsidiaries (or its officers or directors) of any law, regulation or contract which has a Material Adverse Effect; and (vii) to the Company's Knowledge, no employee or agent of the Company or its Subsidiaries has committed any act or omission giving rise to any liability for any violation or breach identified in subsection (vi) above which, in each case, has a Material Adverse Effect.
(b) Except as set forth in Section 3.12(b4.17(b) of the Seller Company Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo EmployeesSchedule, (i) there is are no pending charge employment contracts or complaint against severance agreements with any senior manager or officer of the Seller, the Companies Company or the Companies’ its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessmentswritten personnel policies, penalties, fines, liens, charges, surcharges, rules or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant procedures applicable to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience employees of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(ec) Neither With respect to the Seller nor its Affiliates transactions contemplated hereby, any notice required under any law or collective bargaining agreement has engaged in been given, and all bargaining, obligations with any employee representative has been, or prior to the Closing will be, satisfied. Within the past three years, the Company has not implemented any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 employees that would violate or give rise to an obligation to provide any notice required pursuant to creates liability under the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar foreign, state or local plant closing law, regulation or mass layoff statuteordinance (collectively, rule or regulationthe "WARN ACT"), and no such action will be implemented without advance notification to Parent.
Appears in 2 contracts
Samples: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Labor and Employment Matters. (a) Section 2.1(aDisclosure Schedule 3.16 lists the employees of Seller and their current rates of compensation, dates of hire, status (i.e., exempt or non-exempt) of the and eligibility for, and participation in, Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following Benefit Plans. There are no collective agreements or bargaining relationships or other contracts or understandings with any labor organization with respect to each NewCo Employee: staff ID number or other unique identification numberSeller’s employees, job title, and job location.
(bii) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains and to the NewCo Employees. To Seller’s Knowledge no such efforts have occurred within the Knowledge of the Sellerpast three years, (aiii) there is no worker’s compensation liability, experience or matter outside the ordinary course of business, (iv) there are nono strikes, slowdowns, work stoppages, material grievances, material unfair labor practices claims or other material employee or labor disputes currently pending or threatened against or involving the Seller and for none has occurred within the last three years, (v) the Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act, (vi) during the three year period prior to date hereof there have preceding the Closing Date, the Seller has not been anyimplemented any layoffs of employees that could implicate the Worker Adjustment and Retraining Notification Act, organizing activities or collective bargaining arrangements that would affect 29 U.S. Stat. § 2101 et seq. (the TS Business pending or under discussion with any labor organization or group of the NewCo Employees“WARN Act”), (bvii) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by in writing complaints or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, charges before any Governmental Authority relating to such NewCo Employees regarding employment discrimination, safety or other employment practices. With respect to related charges or complaints, wage and hour claims, unemployment compensation claims, worker’s compensation claims or the NewCo Employees, the like involving any current or former employee of Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been (viii) Seller is in compliance in all material respects with applicable Law regarding all legal requirements and contracts respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees)relations, terms and conditions of employment and wages and hours and (including classification of employees and equitable pay practicesix) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would Buyer will not be material subject to the TS Business taken any claim or liability for severance pay as a whole, and, except as set forth in Section 3.12(d) result of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge consummation of the Sellertransactions contemplated by this Agreement as long as Buyer fulfills its obligations under the term of this Agreement.
(b) All Employee Benefit Plans maintained by the Seller or to which the Seller is obligated to contribute, threatenedhave been provided. With respect to the NewCo EmployeesEmployee Benefit Plans:
(i) a copy of each such Employee Benefit Plans has been made available to the Buyer and/or its agents;
(ii) all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable legal requirements, including ERISA and the Code;
(xiii) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, Employee Benefit Plan is or other amounts due has within the last three years been subject to the minimum funding requirements of Section 412 or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience 430 of the Company Code or its Subsidiaries. Title IV of ERISA;
(iv) the Seller does not have any obligation to contribute to any “multiemployer plan” within the meaning of Section 3.12(d3(37) of ERISA;
(v) each Employee Benefit Plan intended to qualify under Section 401(a) of the Seller Disclosure Schedules sets forth Code has received a true favorable determination letter or is entitled to rely on an opinion letter from the Internal Revenue Service that such Employee Benefit Plan is a “qualified plan” under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and complete list no facts or circumstances exist that would be reasonably likely to jeopardize the qualification of all material written notices or, such Employee Benefit Plan; and
(vi) with respect to the Knowledge of Employee Benefit Plans, all required contributions have been made or properly accrued on the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety’s financial statements.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CUI Global, Inc.), Asset Purchase Agreement (Bel Fuse Inc /Nj)
Labor and Employment Matters. (a) Section 2.1(a(i) Spartan Stores and all of the Employee Matters Agreement sets forth Spartan Stores Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as would not reasonably be expected to have a single file for each business unitSpartan Stores Material Adverse Effect; (ii) as of the date hereof there is no unfair labor practice charge or complaint pending before the NLRB or, a correct to the Knowledge of Spartan Stores, threatened against Spartan Stores or any of the Spartan Stores Subsidiaries; (iii) as of the date hereof and complete listduring the past three years there has been no labor strike, slowdown, work stoppage or lockout, pending or, to the Knowledge of Spartan Stores, threatened against or affecting Spartan Stores or any of the Spartan Stores Subsidiaries; (iv) there is no representation claim or petition pending before the NLRB or any similar foreign agency relating to the employees of Spartan Stores or any of the Spartan Stores Subsidiaries; (v) as of the date hereof, Spartan Stores has not received written notice of the following charges with respect to each NewCo Employee: staff ID number or other unique identification numberrelating to Spartan Stores or any of the Spartan Stores Subsidiaries pending before the Equal Employment Opportunity Commission or any state, job titlelocal or foreign agency responsible for the prevention of unlawful employment practices; and (vi) Spartan Stores or any of the Spartan Stores Subsidiaries have not received any written notice from any federal, and job locationstate, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of Spartan Stores or any of the Spartan Stores Subsidiaries and, to the Knowledge of Spartan Stores, no such investigation is in progress.
(b) Except as set forth in Section 3.12(b) Neither Spartan Stores nor any of the Seller Disclosure SchedulesSpartan Stores Subsidiaries is party to, none of the Sellerbound by, the Companies or negotiating any Collective Bargaining Agreement or any other Contract with any labor organization, union, works council, employee representative or association.
(c) There has been no written representation by Spartan Stores or any of their the Spartan Stores Subsidiaries made to any employees that commits Spartan Stores or any of the Spartan Stores Subsidiaries, Merger Sub or the Surviving Corporation to retain them as employees for any period of time subsequent to the Closing.
(d) Since January 1, 2011, neither Spartan Stores nor any of the Spartan Stores Subsidiaries has effectuated a “plant closing” (as defined in the WARN Act) or a “mass lay off” (as defined in the WARN Act), in either case affecting any site of employment or facility of Spartan Stores or any of the Spartan Stores Subsidiaries, except in compliance with the WARN Act.
(e) (i) There is no audit, investigation, charge or proceeding with respect to a material violation of any occupational health and safety standards that is pending or unremedied, or to the Knowledge of Spartan Stores, threatened against Spartan Stores or any of the Spartan Stores Subsidiaries, and (ii) Spartan Stores and all of the Spartan Stores Subsidiaries are in compliance with all applicable occupational health and safety Laws except for such failures to comply as have not had and would not reasonably be expected to have a Spartan Stores Material Adverse Effect.
(f) Neither Spartan Stores nor any of the Spartan Stores Subsidiaries is a party or subject to any labor Contract which restricts Spartan Stores or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge any Spartan Stores Subsidiary from relocating, closing or terminating any of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities its operations or collective bargaining arrangements that would affect the TS Business pending facilities or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesportion thereof.
(cg) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, Agreement will not give rise to create Liabilities for any obligations to obtain consent act by Spartan Stores or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy Spartan Stores Subsidiaries on or prior to the Closing Dateunder any Collective Bargaining Agreement, Contract or Spartan Stores Benefit Plan.
(h) Spartan Stores has implemented commercially reasonable procedures to ensure that all requirements employees who are performing services for Spartan Stores or any of the Spartan Stores Subsidiaries in the United States are legally permitted to informwork in the United States and will be legally permitted to work in the United States for Spartan Stores, consult with the Surviving Corporation or provide notice any of its Subsidiaries or any of the Spartan Stores Subsidiaries following the consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Nash Finch Co), Merger Agreement (Nash Finch Co)
Labor and Employment Matters. (a) Section 2.1(a(i) Talmer and all of the Employee Matters Agreement sets forth Talmer Subsidiaries are in a single file compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, workers’ compensation, the identification of particular employees or job classifications as “exempt” or “non-exempt” for each business unitpurposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a correct and complete list, Material Adverse Effect on Talmer; (ii) as of the date hereofof this Agreement, there is no unfair labor practice charge or complaint pending before the NLRB or, to the Knowledge of Talmer, threatened against Talmer or any of the following Talmer Subsidiaries; (iii) as of the date of this Agreement and during the past three (3) years, there has been no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Talmer, threatened against or affecting Talmer or any of the Talmer Subsidiaries; (iv) there is no representation claim or petition pending before the NLRB or any similar foreign agency relating to the employees of Talmer or any Talmer Subsidiary; (v) as of the date of this Agreement, Talmer has not received written notice of charges with respect to each NewCo Employee: staff ID number or relating to Talmer or any Talmer Subsidiary pending before the Equal Employment Opportunity Commission or other unique identification numberGovernmental Entity responsible for the prevention of unlawful employment practices, job titlenor is there any claim pending before any court or administrative agency regarding any unlawful employment practices relating to Talmer or any Talmer Subsidiary; and (vi) neither Talmer nor any Talmer Subsidiary has received any written notice from any Governmental Entity responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of Talmer or any Talmer Subsidiary and, and job locationto the Knowledge of Talmer, no such investigation is in progress.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure SchedulesNeither Talmer nor any Talmer Subsidiary is party to, none of the Sellerbound by, the Companies or negotiating any Collective Bargaining Agreement or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion other Contract with any labor organization organization, union, works council, employee representative or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesassociation.
(c) All salaried employees, hourly employees, and temporary employees of Talmer and its Subsidiaries are employed on an at-will basis by Talmer and/or its Subsidiaries and may be terminated at any time with or without cause and without any severance or other liabilities to Talmer or any Talmer Subsidiary, or have signed an agreement or acknowledged in writing that their employment is at will. There has been no written representation by Talmer or any Talmer Subsidiary made to any employee that commits Talmer, any Talmer Subsidiary, or the Surviving Corporation to retain them as employees for any period of time subsequent to the Closing.
(d) Since January 1, 2013, neither Talmer nor any Talmer Subsidiary has effectuated a “plant closing” or a “mass lay off” (in each case, as defined in the WARN Act), in either case affecting any site of employment or facility of Talmer or any Talmer Subsidiary, except in compliance with the WARN Act.
(e) There is no audit, investigation, charge or proceeding with respect to a material violation of any occupational health and safety standards that is pending or unremedied, or, to the Knowledge of Talmer, threatened against Talmer or any Talmer Subsidiary. Talmer and all of the Talmer Subsidiaries are in compliance with all applicable occupational health and safety Laws, except for such failures to comply as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Talmer.
(f) Neither Talmer nor any Talmer Subsidiary is a party or subject to any Contract which restricts Talmer or any Talmer Subsidiary from relocating, closing or terminating any of its operations or facilities or any portion of its operations or facilities.
(g) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, Agreement will not give rise to create Liabilities for any obligations to obtain consent act by Talmer or any opinion from any labor union, works council Talmer Subsidiary on or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Dateunder any Collective Bargaining Agreement, Contract or Talmer Benefit Plan.
(h) Talmer has implemented commercially reasonable procedures to ensure that all requirements employees who are performing services for Talmer or any Talmer Subsidiary in the United States are legally permitted to inform, consult with work in the United States and will be legally permitted to work in the United States for the Surviving Corporation or provide notice any of its Subsidiaries following the consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the SellerThe policies, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authorityprograms, and (ii) none practices of the Seller, the Companies or the Companies’ Talmer and all Talmer Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or equal opportunity and affirmative action, wages, employee classifications (including independent contractor versus employee and exempt versus non-exempt), hours of work, employee disabilities, employment practices. With respect to the NewCo Employeestermination, the Selleremployment discrimination, the Companies employee safety, labor relations, and the Companies’ Subsidiaries other terms and conditions of employment are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding governing or relating to employment and employment employer practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyfacilities.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Talmer Bancorp, Inc.), Merger Agreement (Chemical Financial Corp)
Labor and Employment Matters. (a) Except as set forth on Section 2.1(a4.12(a) of the Employee Matters Agreement sets forth in Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a single file for each business unit, party to any collective bargaining agreement or similar Contract with a correct and complete list, as of the date hereof, of the following labor organization with respect to any Employees. Section 4.12(a) of the Company Disclosure Schedules contains an accurate list of each NewCo collective bargaining agreement or similar Contract, as well as any side agreements with the applicable union or labor organization, with a labor organization to which the Company or any of its Subsidiaries is a party, including the names of the labor organizations that are parties to those agreements. To the Knowledge of the Company, no strike, picketing, slowdown, arbitration, claim of unfair labor practices, work stoppage or lockout is pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries with respect to any Employee: staff ID number or other unique identification number. Neither the Company nor any of its Subsidiaries has committed any material unfair labor practice since December 31, job title, and job location2012.
(b) Section 4.12(b) of the Company Disclosure Schedules sets forth an accurate list (as of the date set forth therein) of the names, positions and current hourly wage or annual salary, as applicable, and target incentive compensation of the Employees. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, and except for Transaction Severance Policy (Policy No. HR BEN-014) or pursuant to the Company Plans set forth on Section 4.11(a) of the Company Disclosure Schedules, no such Employees are covered by contracts restricting the Company’s or any of its Subsidiaries’ right to terminate their employment at will or requiring payment of severance pay upon termination of employment. Section 4.12(b) of the Company Disclosure Schedules also sets forth an accurate list (as of the date set forth therein) of the names and current rate of compensation of individual independent contractors engaged to personally provide services to the Company or any of its Subsidiaries in the ordinary course of business. The Company and each of its Subsidiaries have properly classified the individuals listed on Section 4.12(b) of the Company Disclosure Schedules as independent contractors or employees, as the case may be, including for purposes of the Company Plans. Each Employee classified as “exempt” from overtime and/or minimum wage requirements of the Fair Labor Standards Act (“FLSA”) or any state or local wage Law is properly and correctly so classified in compliance with the FLSA and all other applicable Laws. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, the employment of each Employee and the engagement of each independent contractor of the Company or any of its Subsidiaries is terminable at will by the Company or such Subsidiary without any penalty, liability, or severance obligation incurred by the Company or such Subsidiary. To the Knowledge of the Company, no Employee or individual consultant with whom the Company or any of its Subsidiaries has contracted is in violation in any material respect of any confidential or proprietary information, intellectual property, or other restrictive covenant including in any employment contract, proprietary information agreement or any other agreement with the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred within the past five (5) years. To the Knowledge of the Company, no executive officer or management employee of the Company or any of its Subsidiaries intends to terminate his or her employment with the Company, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any executive officer or management employee of the Company or its Subsidiaries.
(c) Except as set forth on Section 4.12(c) of the Company Disclosure Schedules, there is no material equal employment opportunity or material discrimination complaint or material charge, human rights or civil rights complaint or charge, wage and hour complaint or charge, or other material employment-related complaint, charge, compliance review or Action against or involving the Company or any of its Subsidiaries pending before any court or other Governmental Authority, or, to the Knowledge of the Company, threatened. The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting employment and employment practices, including all such applicable Laws relating to discrimination, wrongful discharge, wages, overtime classification, hours, occupational safety and health, immigration, employee privacy, classification of employees, consultants and independent contractors. Without limiting the foregoing, the Company and each of its Subsidiaries is in full compliance in all material respects with the terms and provisions of applicable federal and state immigration and employment eligibility verification Laws, including the Immigration and Nationality Act and the Immigration Reform and Control Act of 1986, and all related regulations promulgated thereunder. (collectively, the “Immigration Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws or required to pay any material fine or penalty by reason of any failure to comply with the Immigration Laws. To the Knowledge of the Company, within the past five (5) years, no Office of Federal Contract Compliance Programs compliance review or investigation, Wage and Hour Division compliance review or investigation, Occupational Safety and Health Administration compliance review or investigation or other United States Department of Labor or state department of labor compliance review or investigation has been made of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received any notice of any such future compliance review or investigation. Without limiting the foregoing, except as set forth on Section 4.12(c) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been required to pay any material fine or penalty by reason of any failure to comply with the FLSA or any state wage and hour or wage payment Law or with the Occupational Safety and Health Act (“OSHA”) or any state occupational safety and health Law.
(d) In the year preceding the date of this Agreement, (i) neither the Company nor any of its Subsidiaries has incurred any liability, notification obligations, payment obligations or other obligations under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or the regulations promulgated thereunder, or any similar state or local Law, in any case, that remains unsatisfied, and (ii) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or a “mass layoff” (each as defined in the WARN Act) affecting any site of employment or facility of the Company and its Subsidiaries. Except as set forth in Section 3.12(b4.12(d) of the Seller Company Disclosure Schedules, none no employee of the Seller, the Companies Company or any of their its Subsidiaries is a party to any labor or collective bargaining contract that pertains to has suffered an “employment loss” (as defined in the NewCo Employees. To WARN Act) in the Knowledge of the Seller, ninety (a90) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy days immediately prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(de) With respect to Neither the NewCo Employees, (i) there Company nor any of its Subsidiaries is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a partyparty to, or otherwise bound by, any consent decree with, conciliation agreement with, notice of violation from, warning from, or citation by, any Governmental Authority relating to such NewCo Employees employees, labor or employment Laws, or employment practices. With respect Since December 31, 2012 none of the Company or any of its Subsidiaries has been the subject of any investigation, audit or compliance review by any Governmental Authority responsible for enforcement of labor or employment Laws or related government contracting Laws. Since December 31, 2012, none of the Company or any of its Subsidiaries has received any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation, audit or compliance review relating to the NewCo Employees, the Seller, the Companies and the Companies’ Company or any of its Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With respect to the NewCo Employeesno such investigation, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, audit or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received compliance review is in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyprogress.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Rentech, Inc.), Membership Interest Purchase Agreement
Labor and Employment Matters. (a) Section 2.1(a(i) To the knowledge of the Employee Matters Agreement sets forth in a single file for each business unitCompany, a correct and complete listthere are no controversies pending or, as to the knowledge of the date hereofCompany, of threatened between the following with respect to each NewCo Employee: staff ID number Company or other unique identification number, job title, its Subsidiaries and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their respective employees, which controversies would prevent or materially delay consummation of the Merger or would have a Company Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement, work council agreement, work force agreement or any other labor union contract that pertains applicable to persons employed by the Company or its Subsidiaries, nor, to the NewCo Employees. To the Knowledge knowledge of the SellerCompany, (a) are there are no, and for the three year period prior to date hereof there have not been any, organizing any activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with proceedings of any labor organization union to organize any such employees. The Company is not subject to any actual or group threatened charge of an unfair labor practice, safety violations or Occupational Safety and Health Act violations or discriminatory acts or practices.
(i) All subsisting contracts of employment to which the Company or, to the knowledge of the NewCo EmployeesCompany, any of its Subsidiaries is a party are terminable by the Company or its Subsidiaries on three months' notice or less without compensation (bother than in accordance with applicable legislation); (ii) there are no labor unions customs, established practices or other organizations representingdiscretionary arrangements of the Company or, purporting to represent or attempting to representthe knowledge of the Company, any NewCo Employeesof its Subsidiaries in relation to the termination of employment of any of its employees (whether voluntary or involuntary); (iii) neither the Company nor, and to the knowledge of the Company, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or employment or a redundancy payment to any present or former employee or to make any payment for breach of any agreement listed in Section 3.10(a) of the Company Disclosure Schedule; (civ) there are nois no term of employment of any employee of the Company or, and for to the three-year period prior knowledge of the Company, any of its Subsidiaries which shall entitle that employee to date hereof there have not been any, lockouts, strikes, slowdowns treat the consummation of the Merger as amounting to a breach of his contract of employment or work stoppages pending or threatened by or with respect entitling him to any NewCo Employeespayment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation.
(c) The consummation Section 3.11(c) of the transactions contemplated by this Agreement, including implementing Company Disclosure Schedule sets forth a list of the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied Company's employees as of the date hereofhereof including such employee's job title, Seller has satisfied as of the date hereofcurrent compensation rate, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with and accrued unpaid leave or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesvacation.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d3.11(d) of the Seller Company Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to those employees who have been terminated or have resigned during the Knowledge of 90-day period ending on the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyhereof.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect Section 3.11(e) of the TS Business since December 31Company Disclosure Schedule sets forth a list of each employment agreement to which the Company is a party that contains change of control provisions.
(f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of the Company employees that have not executed a confidentiality agreement or an invention assignment agreement with the Company, 2015 that would violate or give rise the forms of which agreements have been provided to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationParent.
Appears in 2 contracts
Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Cell Pathways Inc /De)
Labor and Employment Matters. (a) Except as set forth in Section 2.1(a5.16(a) of the Employee Matters Agreement sets forth in Disclosure Schedule, none of the Company or any of the Company Subsidiaries is a single file for each business unitparty to, bound by or has any obligation with respect to any collective bargaining agreement or other labor union Contract, nor has it experienced any actual or threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Except as has not resulted in, and would not reasonably be expected to result in, a correct material liability to the Company and complete listthe Company Subsidiaries, taken as a whole, (i) none of the Company or any of the Company Subsidiaries has breached or otherwise failed to comply with the provisions of any Company collective bargaining agreement and there are no grievances or arbitrations outstanding thereunder; (ii) there are no labor organizational campaigns, corporate campaigns, petitions, demands for recognition or, to the Knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at the Company or any of the Company Subsidiaries; (iii) there are no unfair labor practice charges, grievances, arbitrations or other complaints or union matters before the National Labor Relations Board or other labor board of Governmental Authority or arbitrator (public or private) that would reasonably be expected to affect the employees of the Company and the Company Subsidiaries; (iv) there are no current or, to the Knowledge of the Company, threatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, involving the Company or any of the Company Subsidiaries, and no such strike, slowdown, lockout, organized labor dispute or work stoppage has occurred within the two (2) years preceding the date hereof, ; (v) the execution of this Agreement and the consummation of the following with respect to each NewCo Employee: staff ID number Transactions will not result in any breach or other unique identification numberviolation of any collective bargaining agreement; (vi) the execution of this Agreement will not result in any breach or other violation of any notice, job titleinformation or consultation obligations under applicable labor Law; (vii) the Company and the Company Subsidiaries are and have at all times been in compliance in all material respects with (x) the Worker Adjustment and Retraining Notification Act of 1988, or any similar applicable Law relating to plant closings and layoffs and (y) applicable Law respecting labor, employment, hiring, termination, immigration, fair employment practices (including equal employment opportunity Law), terms and conditions of employment, classification of employees, workers’ compensation, disability, discrimination, engagement of independent contractors, harassment, retaliation, and job locationmandatory social insurance, occupational safety and health, affirmative action, plant closings, and wages and hours; and (viii) there are no legal actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened, relating to any employment related matter involving any current or former employee of the Company or any Subsidiary or applicant, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of Law.
(b) Except as set forth in Section 3.12(b5.16(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending orSchedule, to the Knowledge of the SellerCompany, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience current key employee of the Company or its Subsidiaries. Section 3.12(d) any of the Seller Disclosure Schedules sets forth Company Subsidiaries (i) intends to terminate his or her employment with the Company or such Subsidiary, (ii) has received an offer to join a true and complete list business that may be competitive with the Company’s or the Company Subsidiary’s business, or (iii) is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the Company) that may materially interfere with such employee’s performance of all material written notices or, his or her duties or responsibilities to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies Company or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetysuch Subsidiary.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Pointer Telocation LTD)
Labor and Employment Matters. (a) Section 2.1(a3.21(a) of the Employee Matters Agreement Disclosure Schedules sets forth in a single file for each business unit, a correct and complete listforth, as of the date hereofof this Agreement, a complete and accurate list of the following with respect to each NewCo Employee: staff ID number or other unique identification numbernames of the Specified Business Employees, including their (i) job title, (ii) annual base salary (or hourly wage rate, as applicable), (iii) date of hire, (iv) business location, (v) target commission, bonus and job locationincentive entitlements and (vi) identifying which Specified Business Employees are absent from active employment on approved leave and their anticipated date of return to active employment. As of the date of this Agreement, no employee of Seller actively employed in the Specified Business at any time during the previous 30 days has terminated his or her employment with, or discontinued providing services for, the Specified Business, and no Specified Business Employee has expressed any written intention to terminate his or her employment with, or discontinue providing services for, the Specified Business within the 12-month period following the Closing.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party to any labor or collective bargaining contract Contract that pertains to the NewCo any Specified Business Employees. To the Knowledge of the Seller, (a) there There are no, and for during the three year period prior to date hereof there past five years have not been anyno, organizing activities or collective bargaining arrangements that would could affect the TS Specified Business pending or under discussion with any Specified Business Employees or any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are organization. There is no, and for during the three-year period prior past five years there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to date hereof there have Seller’s Knowledge, threatened against or affecting the Specified Business or Seller in connection with the Specified Business. Seller has not been anybreached or otherwise failed to comply with the provisions of any collective bargaining or union Contract affecting any Specified Business Employees. There are no pending or, lockoutsto Seller’s Knowledge, strikes, slowdowns threatened union grievances or work stoppages pending or threatened by or with respect to union representation questions involving any NewCo Specified Business Employees.
(ci) The consummation of Seller is and during the transactions contemplated by this Agreementpast five years has been in compliance in all material respects with all Laws respecting employment applicable to the Specified Business Employees and in connection with the Specified Business, including implementing 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. Xxxxxx has not in the Reorganizationpast five years been alleged to have engaged in any unfair labor practice involving the Specified Business Employees and in connection with the Specified Business, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by defined in the National Labor Relations Board Act. No unfair labor practice charge or administrative complaint is pending or, to Seller’s Knowledge, threatened against Seller by any Specified Business Employees and in connection with the Specified Business before the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable U.S. or foreign other Governmental Authority, and Entity.
(ii) none Seller has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from Specified 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 Selleremployment of labor in connection with the Specified Business. Seller has paid in full to all Specified Business Employees or adequately accrued in accordance with GAAP for all wages, the Companies salaries, commissions, bonuses, benefits and other compensation due to or the Companies’ Subsidiaries are on behalf thereof.
(iii) Seller is not a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority Entity relating to such NewCo or affecting Specified Business Employees or employment practicespractices in connection with the Specified Business. With respect Neither Seller nor any of its executive officers has received within the past five years any notice of intent by any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation relating to the NewCo EmployeesSpecified Business Employees and, to Seller’s Knowledge, no such investigation is in progress.
(iv) As of the Sellerdate of this Agreement, in the Companies and the Companies’ Subsidiaries are and since January 1past five years, 2013 (i) no allegations of workplace sexual harassment, discrimination or other similar misconduct have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wagesmade, hoursinitiated, overtime and overtime paymentfiled or, shifts paymentsto Seller’s Knowledge, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing threatened against any current or former employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights Specified Business in their capacities as such in connection with the Specified Business, (ii) to Seller’s Knowledge, no incidents of employeesany such workplace sexual harassment, discrimination or other similar misconduct have occurred, and (iii) Seller in connection with the Specified Business has not entered into any settlement agreement related to allegations of sexual harassment, discrimination or other similar misconduct by any current or former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) independent contractors of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetySpecified Business.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mirum Pharmaceuticals, Inc.), Asset Purchase Agreement (Travere Therapeutics, Inc.)
Labor and Employment Matters. (a) Section 2.1(aExcept as set forth on SCHEDULE 5.19, (A) to the knowledge of the Employee Matters Agreement sets forth in a single file for each business unitBorrower or any of its Subsidiaries, a correct and complete list, as no employee of the date hereofBorrower or any of its Subsidiaries is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and the Borrower and its Subsidiaries do not have any obligation under any collective bargaining agreement or other agreement with any labor union or any obligation to recognize or deal with any labor union, and there are no such contracts or other agreements pertaining to or which determine the terms or conditions of employment of any employee of the following with respect Borrower or any of its Subsidiaries; (B) to each NewCo Employee: staff ID number the knowledge of the Borrower or other unique identification numberany of its Subsidiaries, job titlethere are no pending or threatened representation campaigns, elections or proceedings; (C) the Borrower and its Subsidiaries do not have knowledge of any strikes, slowdowns or work stoppages of any kind, or threats thereof, and job locationno such activities occurred during the 24-month period preceding the Closing Date; (D) neither the Borrower nor any of its Subsidiaries has engaged in, admitted committing or been held to have committed any unfair labor practice; and (E) to the knowledge of the Borrower or any of its Subsidiaries, there are no controversies or grievances between the Borrower or any of its Subsidiaries and any of its employees or representatives thereof; in each case, which would have a Material Adverse Effect.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Selleron SCHEDULE 5.19, the Companies or any of their Borrower and its Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are nohave at all times complied in all material respects, and for the three year period prior to date hereof there have not been anyare in material compliance with, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employeesall applicable laws, (b) there are no labor unions or other organizations representingrules and regulations respecting employment, purporting to represent or attempting to representwages, any NewCo Employeeshours, compensation, benefits, and (c) there are no, payment and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or withholding of taxes in connection with respect to any NewCo Employeesemployment.
(c) The consummation Except as set forth on SCHEDULE 5.19, to the knowledge of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent Borrower or any opinion from any labor unionof its Subsidiaries, works council or other employee representative bodies representing the Borrower and its Subsidiaries have at all or any category of NewCo Employeestimes complied with, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Dateand are in compliance with, all requirements to informapplicable laws, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, rules and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and regulations respecting occupational health and safety, wrongful discharge whether now existing or violations of the personal rights of employeessubsequently amended or enacted, former employees or prospective employees)including, terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including noticewithout limitation, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amendedamended or superseded from time to time, and any common law doctrine relating to worker health and safety, except for noncompliance which could not reasonably be expected to have, individually or in the rules promulgated thereunder or any other applicable law establishing standards ofaggregate, or otherwise relating to, workplace safetya Material Adverse Effect.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Credit and Security Agreement (Audubon West Inc), Credit and Security Agreement (Columbus McKinnon Corp)
Labor and Employment Matters. (a) Section 2.1(a) Except as set forth on Schedule 3.12, the Borrower is not a party to any employment agreement, labor contract or collective bargaining agreement. All such agreements are valid, binding and enforceable upon the Borrower and, to the best of the Employee Matters Agreement sets Borrower's knowledge, each of the other parties thereto in accordance with their respective terms. The Borrower is not in default of any material provision of any such agreement, and there is no default thereunder, to the Borrower's knowledge, with respect to parties other than the Borrower. There are no strikes, work stoppages, material grievances, disputes or controversies with any union or any other organization of the Borrower's employees, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization. Except as set forth in a single file for each business uniton Schedule 3.12, a correct and complete listthe Borrower has not, as of within the two-year period preceding the date hereof, taken any action which would have constituted or resulted in a "plant closing" or "mass layoff" within the meaning of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, Federal Worker Adjustment and job location.
(b) Except as set forth in Section 3.12(b) Retraining Notification Act of the Seller Disclosure Schedules, none of the Seller, the Companies 1988 or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employeessimilar applicable Law. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries Any action taken by the National Labor Relations Board Borrower which constituted or any comparable U.S. resulted in such a "plant closing" or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance "mass layoff" has complied in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health such Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state applicable Law. The procedures by which the Borrower has hired or local plant closing will hire its employees comply and will comply in all respects with each labor or mass layoff statute, rule or regulationcollective bargaining agreement to which the Borrower is a party and all applicable Laws.
Appears in 2 contracts
Samples: Credit Agreement (Ansoft Corp), Credit Agreement (Ansoft Corp)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Scheduleson Schedule 4.11(a), none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are Actions pending or, to the Knowledge of the Seller, threatenedthreatened against the Seller affecting the Business, the Purchased Assets or the Assumed Liabilities by or on behalf of any present or former employee of the Seller alleging breach of any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with any employment relationship. With respect The Seller has not received any written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of the Business and, to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by Knowledge of the Seller, the Companies no such investigation is in progress.
(b) The Seller is not a party to or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefitsotherwise bound by any collective bargaining agreement, social security contract or other benefits agreement or obligations for employeesunderstanding with a labor union or labor organization. Except as set forth on Schedule 4.11(b), workplace safety the Seller is not subject to any charge, demand, petition or insurance/workers’ compensationrepresentation proceeding seeking to compel, and (y) there are no outstanding claims that may materially affect the accident cost experience require or demand it to bargain with any labor union or labor organization, nor, as of the Company or its Subsidiaries. Section 3.12(d) date of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices this Agreement, is there pending or, to the Knowledge of the Seller, threatened any material labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Seller.
(c) Schedule 4.11(c) sets forth the names and positions of all of the employees of the Seller with an aggregate compensation in excess of One Hundred Thousand Dollars ($100,000). The Seller has provided to the Buyer true, correct and complete copies of any employment agreements, severance agreements, bonus agreements or other material communications received agreements or arrangements with such employees that set forth the terms and conditions of their employment in connection with the two year period prior to date hereof by Business.
(d) To the Knowledge of the Seller, except as set forth on Schedule 4.11(d), no employee of the Companies Seller is a party to any confidentiality agreement, non-competition agreement or proprietary rights agreement with any other third party that could reasonably be expected to affect the Business or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of employee’s duties with respect to the Occupational Safety and Health Act of 1970, as amended, and Business following the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyClosing.
(e) Neither Except as set forth on Schedule 4.11(e), the consummation of the transactions contemplated by this Agreement will not entitle any employee of the Seller nor its Affiliates to any change in control payments, severance payments, retirement allowance or benefit or any other type of payment due to any agreement between the Seller and any such employee.
(f) Except as set forth on Schedule 4.11(f), the Seller has engaged in not experienced a plant closing, mass layoff or similar circumstance at any plant closing or employee layoff activities in respect time during the three (3) years immediately preceding the date of the TS Business since December 31, 2015 this Agreement that would violate or give has given rise to an obligation to provide any notice required pursuant to obligations under the federal Worker Adjustment Retraining and Restraining Notification Act (“WARN Act”) or any similar applicable state or local Law.
(g) Except as set forth on Schedule 4.11(g), the Seller has not been the subject of 1988, as amended, a payroll audit by the U.S. Department of Labor or any similar state or local plant closing government agency at any time during the three (3) years immediately preceding the date of this Agreement.
(h) Except as set forth on Schedule 4.11(h), the Seller has maintained workers’ compensation coverage as required by applicable state law through the purchase of insurance or mass layoff statuteby self-insurance.
(i) Except as set forth on Schedule 4.11(i), rule the Seller engages no independent contractors or regulationconsultants that are paid more than Fifty Thousand Dollars ($50,000) on an annual basis with respect to the Business.
(j) Except as set forth on Schedule 4.11(j), no employees of the Seller are, as of one week prior to the date of this Agreement, on leave pursuant to the Family Medical Leave Act of 1993, short- or long-term disability, military leave, sick leave, inactive as a result of an injury covered by workers’ compensation or otherwise on inactive status.
(k) Except as set forth on Schedule 4.11(k), no employees of the Seller are ineligible to work in the United States under applicable federal Law. The Seller has complied with its obligations under the Immigration Reform and Control Act of 1986 (the “IRCA”). For each employee of the Seller for whom compliance is required, the Seller has obtained and retained a complete and true copy of each such employee’s Form I-9 (Employment Eligibility Verification Form), which shall constitute Purchased Assets to the extent they relate to such employee. The Seller has not been cited, fined, served with a Notice of Intent to Fine or with a Cease and Desist Order, nor has any action or administrative proceeding been initiated or, to the Knowledge of the Seller, threatened against the Seller by reason of any actual or alleged failure to comply with the IRCA.
(l) Except as set forth on Schedule 4.11(l), no employees of the Seller are, as of the date of this Agreement, receiving unemployment compensation or workers’ compensation benefits.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Global Power Equipment Group Inc.)
Labor and Employment Matters. (a) Section 2.1(a) To the extent permitted to be disclosed pursuant to applicable Law, the Company has, prior to the date of this Agreement, furnished or made available to Kcompany a true, complete and correct list of all employees and individual independent contractors of the Employee Matters Agreement Group Companies as of the date of this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth in a single file for each business unitsuch individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date or date that the contract of employment began; (iv) current annual base compensation rate; and (v) commission, a correct and complete bonus or other incentive based compensation. Except as set forth on such list, as of the date hereofof this Agreement, all compensation, including wages, commissions and bonuses, due and payable to all employees of the following with respect Group Companies for services performed on or prior to each NewCo Employee: staff ID number the date of this Agreement have been paid in full (or other unique identification number, job title, and job locationaccrued in full in the Company’s financial statements).
(b) Except as set forth in Section 3.12(b) The employment of each employee of the Seller Disclosure SchedulesGroup Companies is terminable at any time on three (3) months’ notice or less without compensation (other than for unfair dismissal or a statutory redundancy payment) or any liability other than wages, none commission or pension.
(c) No notice to terminate the contract of employment of any senior management of the SellerCompany (whether given by the relevant employer or by the employee) is pending, outstanding or threatened.
(i) There are no material Actions pending or, to the Companies or knowledge of the Company, threatened against any Group Company by any of their Subsidiaries is its current or former employees, which Actions would be material to the Group Companies as a whole; (ii) no Group Company is, or has been since the Lookback Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by such Group Company, nor, to the knowledge of the Company, are there any activities or proceedings of any labor or collective bargaining contract that pertains union to the NewCo Employees. To the Knowledge of the Seller, organize any such employees; (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (biii) there are no material unfair labor unions practice complaints pending against any Group Company before the National Labor Relations Board or before the corresponding Governmental Authority in any jurisdiction that such Group Company is subject to; 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 organizations representingsimilar labor disruption or dispute affecting, purporting or, to represent or attempting to representthe knowledge of the Company, any NewCo Employeesthreat thereof, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesemployees of the Group Companies.
(ce) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Each of the Seller, the Group Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of Laws relating to the employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, employment discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, mass layoffs and wages and hours plant closings (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing Laws), immigration, Working Time Regulations 1998 including meal and rest breaks, National Minimum Wage Regulation 2015, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and where required, maintain adequate and up to date records which will be available on Closing and are not liable for any arrears of wages, taxes, penalties or mass layoff other sums for failure to comply with any of the foregoing; (ii) the applicable Group Company has performed all obligations and duties it is required to perform (and settled all outstanding claims), whether or not legally binding and whether arising under contract, statute, rule at common law or regulationin equity or under an treaties including the EC Treaty or the Treaty on the Functioning of the European Union or laws of the European Union or otherwise (iii) to the knowledge of the Company, no employee of any Group Company has been or is being investigated in connection with any misconduct, nor subject to any disciplinary action in connection with such misconduct, that could reasonably be expected to cause any material damage to the reputation or business of the Group Companies; and (iv) to the knowledge of the Company, no employee of any of the Group Companies has engaged in any conduct or cover-up of such conduct, or aided or assisted any other person or entity to engage in any conduct, or aided or assisted any other person or entity to engage in any conduct that could cause or has caused any material damage to the reputation or business of the Group Companies or their employees, including but not limited to any conduct constituting sexual misconduct, harassment (including sexual harassment), discrimination or retaliation.
(f) No employee of any Group Company or other individual is or has been offered the opportunity or has agreed to become, an employee shareholder (within the meaning of section 205A Employment Rights Act 1996).
Appears in 2 contracts
Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. V), Business Combination Agreement (Arrival)
Labor and Employment Matters. (a) Section 2.1(aThe Seller Disclosure Schedule sets forth (i) a list of all Business Employees (including title and position), contractors and consultants of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, Business as of the date hereof, and (ii) the base compensation and bonus opportunities of the following with respect to each NewCo such Business Employee: staff ID number or other unique identification number, job title, and job locationthe remuneration payable to contractor and consultant. All Business Employees are employed by Seller, and there are no employees in any Seller Subsidiary.
(b) Except as set forth in Section 3.12(b) of the Neither Seller Disclosure Schedules, none of the Seller, the Companies or nor any of their Subsidiaries Seller Subsidiary is a party or subject to any labor union or collective bargaining contract that pertains to agreement in connection with the NewCo EmployeesBusiness. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there There have not been anysince March 31, organizing activities or collective bargaining arrangements that would affect the TS Business 2009, and there are not pending or under discussion with or, to Seller’s Knowledge, threatened, any labor organization disputes, work stoppages, requests for representation, pickets, or group work slow-downs due to labor disagreements involving, or any actions or arbitrations commenced by or on behalf of, any Business Employees. There is no unfair labor practice, charge or complaint pending, unresolved or, to Seller’s Knowledge, threatened before the National Labor Relations Board. To Seller’s Knowledge, no event has occurred or circumstance exists that may provide the basis of the NewCo Employees, (b) there are no labor unions any work stoppage or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for labor dispute in connection with the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesBusiness.
(c) Seller and each Seller Subsidiary has complied, in all material respects, with each, and is not in material violation of any, Law relating to anti-discrimination and equal employment opportunities in connection with the Business. 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 Business Employee in connection with the Business. Seller 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 Business Employee in connection with the Business, and will timely file prior to Closing all such reports, information and notices required by any Law to be given prior to Closing.
(d) Seller and each Seller Subsidiary has paid or properly accrued in the ordinary course of the Business all wages and compensation due to Business Employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses and severance pay.
(e) Seller is not a party to any Contract which restricts Seller from relocating, closing or terminating any of its operations or facilities or any portion thereof. Seller has not since March 31, 2009 effectuated (i) a “plant closing” (as defined in the WARN Act) or (ii) a “mass lay-off” (as defined in the WARN Act), or (iii) any other reduction in force triggering notice requirements under the WARN Act or any state counterpart to the WARN Act, in either case affecting any site of employment or facility of Seller, except in accordance with the WARN Act and any applicable state counterpart to the WARN Act. The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, Agreement will not give rise to create Liability for any obligations to obtain consent act by Seller on or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of under the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all WARN Act or any category other Law respecting reductions in force or the impact on employees of NewCo Employeesplant closings or sales of businesses.
(df) With Seller has complied and is in compliance with the requirements of the Immigration Reform and Control Act of 1986 with respect to the NewCo Business Employees, . All Business Employees who are performing services for Seller or a Seller Subsidiary in the United States are legally able to work in the United States.
(ig) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have Seller has been in compliance in with all material respects with applicable Law regarding employment labor and employment practices (including wageslaws applicable to the German Employees, in particular, but not limited to with respect to discrimination/equal treatment, working hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal participation rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyrepresentatives.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Composite Technology Corp), Asset Purchase Agreement (Composite Technology Corp)
Labor and Employment Matters. (a) Neither UWWH nor any of its Subsidiaries is a party to, or bound by, and no UWWH Employee is subject to, any (A) collective bargaining agreement (other than those set forth on Section 2.1(a6.15(a) of the Employee Matters Agreement sets forth in UWWH Disclosure Schedules) or (B) other Contract with a single file for each business unitlabor union, a correct and complete listlabor organization, as of the date hereofworks council or trade association, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.nor is any such Contract presently being negotiated;
(b) Except as set forth has not had, and would not reasonably be expected to have, individually or in Section 3.12(b) the aggregate, a UWWH Material Adverse Effect, neither UWWH nor any of its Subsidiaries is, or during the Seller Disclosure Schedules, none of the Sellerprior two year period has been, the Companies subject of any Action asserting that UWWH or any of their its Subsidiaries is a party has committed an unfair labor practice or seeking to any labor or collective bargaining contract that pertains compel it to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion bargain with any labor organization as to wages or group conditions of the NewCo Employeesemployment, (b) there are no labor unions or other organizations representingnor, purporting to represent or attempting to representUWWH’s Knowledge, is any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.such Action threatened; and
(c) The consummation Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, UWWH and all of the transactions contemplated by this Agreementits Subsidiaries are in compliance, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing in all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, andmaterial respects, with respect their obligations pursuant to requirements that must be satisfied as of WARN and all other notification and bargaining obligations arising under any time following the date hereofcollective bargaining agreement, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with Law or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesotherwise.
(d) With respect to the NewCo EmployeesNo strike, (i) there is no pending charge work stoppage, lockout or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board other material labor dispute involving UWWH or any comparable U.S. of its Subsidiaries has occurred during the prior two year period, is pending or, to UWWH’s Knowledge, threatened.
(e) To the UWWH’s Knowledge, there have been no petitions or foreign Governmental Authoritycampaigns being conducted to solicit cards initiated by any labor organization to represent any UWWH Employees not currently represented by a labor organization or employee representative within the past three years nor, to UWWH’s Knowledge, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor organization.
(f) UWWH is in material compliance with all applicable Laws and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority Contracts relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment, and the employment of former, current and wages prospective employees, independent contractors and hours “leased employees” (including classification within the meaning of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d414(n) of the Seller Disclosure SchedulesCode), no claims including all such Laws and Contracts relating to non-compliance with the foregoing are pending orwages, to the Knowledge of the Sellerhours, threatened. With respect to the NewCo Employeescollective bargaining, (x) there are no material outstanding assessmentsemployment discrimination, penaltiesimmigration, finesdisability, lienscivil rights, chargeshuman rights, surchargesfair labor standards, or other amounts due or owing by the Selleroccupational safety and health, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, pay equity and wrongful discharge, except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
(yg) there are no outstanding claims Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, neither UWWH nor any of its Subsidiaries is in material breach of any collective bargaining agreement that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orapplies to any UWWH Employee nor, to UWWH’s Knowledge, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.
(h) To the Knowledge of the SellerUWWH, other material communications received in the two year period prior to date hereof by the Seller, the Companies no executive officer or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder Key UWWH Employee or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor of its Affiliates Subsidiaries has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise expressed to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, UWWH or any similar state of its Subsidiaries any present intention to terminate his/her employment with UWWH or local plant closing or mass layoff statute, rule or regulationany of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)
Labor and Employment Matters. (a) Section 2.1(a) of Neither the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their its Subsidiaries is a party to to, or is bound by, any collective bargaining agreement or other agreement or understanding with any labor union, trade union, labor organization or collective bargaining contract that pertains to works council or any industry agreement or national labor agreement, and none of the NewCo Employeesforegoing agreements or understandings are being negotiated by or with the Company or any of its Subsidiaries. To the Knowledge knowledge of the SellerCompany, (a) there are nono labor union, labor organization or works council represents any employee of the Company or any of its Subsidiaries, and for neither the three year period prior Company nor any of its Subsidiaries has any obligation to date hereof there have not been any, organizing activities recognize or collective bargaining arrangements that would affect the TS Business pending or under discussion bargain with any labor union, labor organization or group works council, nor are any employees of the NewCo EmployeesCompany or any of its Subsidiaries subject to a national or industry labor Contract. There is no, (b) nor at any time during the last three years has there are no labor unions or other organizations representing, purporting to represent or attempting to representbeen, any NewCo Employeesmaterial labor dispute, and (c) there are nostrike, and for shutdown, work stoppage or lockout, or, to the three-year period prior to date hereof there have not been anyknowledge of the Company, lockoutsthreat thereof, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation employees of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from of its Subsidiaries, nor, to the knowledge of the Company, has there been any attempt to organize any employees of the Company or any of its Subsidiaries. No consent of, consultation with, or the rendering of formal advice by, any labor or trade union, works council or other employee representative bodies representing all body is required for the Company and its Subsidiaries to enter into this Agreement or to consummate any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement.
(b) Each employee of the Company and its Subsidiaries in the United States (i) is retained at-will, including implementing and, except as required by applicable Law, no employee is a party to an employment agreement or contract with the ReorganizationCompany or any of its Subsidiaries or covered by any Company Plan that provides for severance or notice of termination in excess of 30 days, and (ii) has entered into the Company’s or such Subsidiary’s then standard form of Employee Confidentiality, Restrictive Covenant, and Assignment Agreement (as modified where required for the employee’s place of employment). The Company has made available to any labor unionParent true, works council correct and complete copies of all of the Company’s and its Subsidiaries’ material written employee handbooks, rules of employment, work rules, employment manuals, employment policies and affirmative action plans, as well as summaries of all material unwritten employment policies. To the knowledge of the Company, no person covered by an employment or other agreement providing a bonus or enhanced severance after or in connection with a change in control or other key employee representative bodies representing all or group of employees has any plans to terminate employment with the Company or any category of NewCo Employeesits Subsidiaries or, after the Effective Time, with the Surviving Corporation.
(c) The Company has provided Parent a true, correct and complete list of all officers and key employees employed by the Company or any of its Subsidiaries in the United States who are not citizens or lawful permanent residents of the United States, and, for each such employee, the employee’s visa and/or work authorization status and the date the employee’s work authorization is scheduled to expire.
(d) With Neither the Company nor any of its Subsidiaries has breached or violated in any material respect to the NewCo Employees, any (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and employment, wages and hours hours, or termination or separation from employment, including any such Law respecting employment discrimination, unlawful harassment, retaliation, whistleblowing, equal opportunity, equal pay or pay equity, employee classification (including classification for overtime purposes or as employee versus independent contractor), workers’ compensation, family and medical and other leave, immigration and occupational safety and health requirements or (ii) employment or other individual service-provider Contract.
(e) No Action regarding any employee, former employee, group of employees and equitable pay practices) and applicable Law in respect of or former employees, or the Company’s or any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) Subsidiary of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing Company’s employment practices are pending or, to the Knowledge knowledge of the SellerCompany, threatened, in any forum. With No charges or complaints are open and pending (or since the Lookback Date have been settled or otherwise closed) against the Company or any Subsidiary with the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs (the “OFCCP”), or any other Governmental Entity regulating the employment or compensation of individuals (or, with respect to the NewCo Employeesdiscrimination, (x) there are no material outstanding assessmentsretaliation, penalties, fines, liens, charges, surchargessexual harassment, or other amounts due or owing by the Sellersimilar wrongdoing, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security internal complaint procedures). No current or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience former employee of the Company or its Subsidiaries. Section 3.12(d) any Subsidiary has made, during the last three years, a written complaint of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices ordiscrimination, retaliation, sexual harassment or other similar wrongdoing nor, to the Knowledge knowledge of the SellerCompany, other material communications received during the last 12 months, an oral complaint as to any of the foregoing, nor have there been any internal investigations with respect to such matters. True, correct, and complete information regarding any closed charges or complaints filed since the Lookback Date with any Governmental Entity or internal investigations for reasons set forth in the two year period prior preceding sentence (or, with respect to date hereof by the Sellerdiscrimination, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970harassment, as amended, and the rules promulgated thereunder or any other applicable law establishing standards ofretaliation, or otherwise relating tosimilar wrongdoing, workplace safetypursuant to internal complaint procedures) has been made available to Parent.
(ef) Neither the Seller Company nor any of its Affiliates Subsidiaries has engaged in incurred, and no circumstances exist under which the Company or any of its Subsidiaries is reasonably likely to incur, any material liability arising from the misclassification of employees as consultants, independent contractors, or temporary employees.
(g) Since the Lookback Date, neither the Company nor any of its Subsidiaries has caused (i) a plant closing or employee layoff activities as defined in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act (the “WARN Act”) affecting any site of 1988, as amended, employment or one or more operating units within any site of employment of the Company or any of its Subsidiaries or (ii) a mass layoff as defined in the WARN Act, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local plant closing Law.
(h) There is no term of employment for any employee of the Company or mass layoff statuteany of its Subsidiaries working outside the United States that provides that the transactions contemplated by this Agreement shall entitle such individual to treat such transactions as a breach of any Contract or as Good Reason under any such Contract for such individual to end the employment relationship. Since the Lookback Date, rule neither the Company nor any of its Subsidiaries has breached or regulationviolated any applicable Law concerning employer contributions to any trade union, housing, unemployment, retirement, bonus and welfare funds and all other funds to which an employer is required by non-U.S. Law to contribute that would reasonably be expected to result in any material liability.
Appears in 2 contracts
Samples: Merger Agreement (MKS Instruments Inc), Merger Agreement (Electro Scientific Industries Inc)
Labor and Employment Matters. (a) Section 2.1(a4.11(a) of the Employee Matters Agreement Company Disclosure Schedule sets forth in a single file for each business unittrue, a correct and complete list, list of all employees of the Company or any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following: (i) name and employing entity; (ii) title or position (including whether full- or part- time) and location of employment; (iii) hire date and service date (if different); (iv) current annualized base salary or (if paid on an hourly basis) hourly rate of pay, and status as exempt or non-exempt under the Fair Labor Standards Act and analogous state wage laws; (v) commission, bonus or other incentive-based compensation eligibility, and all other compensation for which he or she is eligible. As of the following with respect date hereof, all compensation, including wages, commissions and bonuses, due and payable to each NewCo Employee: staff ID number all employees of the Company and any Company Subsidiary for services performed on or other unique identification number, job title, and job locationprior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements).
(b) Except as set forth in Section 3.12(b) No employee of the Seller Disclosure SchedulesCompany or any Company Subsidiary is represented by a labor union, none works council, trade union, or similar representative of employees and neither the SellerCompany 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, works council, trade union, or similar representative of employees. There are no, and there have never been any, strikes, lockouts or work stoppages existing or, to the Companies company’s knowledge, threatened, with respect to any employees or the Company or any Company Subsidiaries or any other individuals who have provided services with respect to the Company or any Company Subsidiaries. There have been no union certification or representation petitions or demands with respect to the Company or any Company Subsidiaries or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains employees and, to the NewCo Employees. To the Knowledge of the SellerCompany’s knowledge, (a) there are no, and for the three year period prior to date hereof there have not been any, no union organizing activities campaign or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages similar effort is pending or threatened by or with respect to the Company, any NewCo EmployeesCompany Subsidiaries, or any of their employees.
(c) The consummation There are no material Actions pending or, to the knowledge of the transactions contemplated by this AgreementCompany, including implementing threatened against the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from Company Subsidiary by any labor union, works council of their respective current or other employee representative bodies representing all former employees or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesindependent contractors.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies The Company and the Companies’ Company Subsidiaries are and have been since January 1, 2013 have been 2020 in compliance in all material respects with all applicable Law regarding employment Laws relating to labor and employment practices (including employment, and neither the Company nor any Company Subsidiary is liable for any arrears of wages, hours, overtime penalties or other sums for failure to comply with any of the foregoing. Each employee of the Company and overtime payment, shifts paymentseach Company Subsidiary and any other individual who has provided services with respect to the Company or any Company Subsidiary has been paid (and as of the Closing will have been paid) all wages, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection other sums owed and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material due to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surchargessuch individual for all services performed for, or other amounts due or owing by the Sellerprovided to, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, Company and (y) there are no outstanding claims that may materially affect the accident cost experience of the each Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetySubsidiary.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Business Combination Agreement (Jet Token Inc.), Business Combination Agreement (Oxbridge Acquisition Corp.)
Labor and Employment Matters. (a) Section 2.1(a) Except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole, the Company and each Company Subsidiary is in compliance with all Applicable Law respecting hiring, employment and employment practices, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, independent contractor classification, payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to Company Employees. As of the Employee Matters Agreement sets forth in date of this Agreement, except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a single file for each business unitwhole, (i) there are no charges, complaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices or actions of the Company or any Company Subsidiary or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary and (ii) since January 1, 2017, to the Company’s Knowledge, no complaints or charges relating to employment practices or actions of the Company or any Company Subsidiary have been made to any Governmental Authority or submitted to the Company or any Company Subsidiary. Except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a correct whole, since January 1, 2017, neither the Company nor any of the Company Subsidiaries has had, and complete list, as of the date hereofof this Agreement does not have, of the following any material liability with respect to misclassification of any employee as an independent contractor or contingent worker rather than as an “employee,” or with respect to any Company Employee leased from another employer. Since January 1, 2017, there has not been a “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act or any similar foreign, state, provincial or local Applicable Laws (“WARN”)). The Company and each NewCo Employee: staff ID number of the Company Subsidiaries maintains a valid Form I-9 for each of its U.S. employees. Since January 1, 2017, no employee of the Company or any Company Subsidiary with a title of Director or above has been the subject of any sexual harassment, sexual misconduct, sexual assault or other unique identification number, job titlesimilar allegations during his or her tenure at the Company or such Company Subsidiary, and job locationneither the Company nor Company Subsidiary nor any employee of the Company or Company Subsidiary with a title of Director or above has entered into any settlement agreement or confidentiality agreement relating to allegations of sexual harassment, sexual misconduct, sexual assault or other similar allegations.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their Subsidiaries Company Subsidiary is a party to to, or otherwise bound by, any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Selleragreement, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions Contract or other organizations representing, purporting to represent agreement or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or understanding with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any a labor union, organization, group or association, works council or other employee representative bodies representing body. Neither the execution nor delivery of this Agreement nor the consummation of the Transactions entitle any union, works council or like organization to any information, consent, consultation, renegotiation or other similar rights or entitle any such Person to any payments under an applicable labor agreement or Applicable Law. Except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole, since January 1, 2017, the Company and the Company Subsidiaries have complied in all respects with all information, consent, consultation, renegotiation and other similar requirements in respect of any applicable labor agreement or Applicable Law with which the Company or the Company Subsidiaries are required to comply in connection with execution or delivery of this Agreement or the consummation of the Transactions. To the Company’s Knowledge, since the date that is three (3) years prior to the date hereof, no Company Employee has claimed or asserted that the Company or any category Company Subsidiary has failed to comply in all material respects with any information, consent, consultation, renegotiation or other requirement or obligation in respect of NewCo Employees, any applicable labor agreement or from any NewCo Employee. With respect to requirements that must be satisfied as Applicable Law.
(c) As of the date hereof, Seller has satisfied as (i) to the Company’s Knowledge, there is no organizing activity, Proceeding, election petition, union card signing or other union activity, or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of the date hereofCompany Subsidiaries and (ii) neither the Company nor any Company Subsidiary is subject to any charge, anddemand, petition or representation proceeding seeking to compel, require or demand it to bargain with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, organization, group or association, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there body. There is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany’s Knowledge, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessmentslabor strike, penaltieslockout, fines, liens, charges, surcharges, slowdown or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of work stoppage involving the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orany Company Subsidiary or their employees, nor have there been any such labor strikes, lockouts, slowdowns or work stoppages since January 1, 2017, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyhereof.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Portola Pharmaceuticals Inc), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Labor and Employment Matters. (a) Section 2.1(a3.12(a) of the Employee Matters Agreement sets forth in Seller Disclosure Schedules contains a single file for each business unittrue, a correct and complete list, list of all employees and independent contractors as of April 1, 2013 showing, in the case of each such employee, the position, annual base salary and bonus potential, full or part time status, exempt or non-exempt status, date hereofof hire, location and accrued vacation and paid time off as of April 1, 2013, and, in the following with respect to case of each NewCo Employee: staff ID number or other unique identification numbersuch contractor, job title, and job locationthe rate of pay.
(b) Except as set forth The Companies are not engaged in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any material unfair labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, practice and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to threatened in writing unfair labor practice charges.
(c) Since June 1, 2011, there has not been any labor strike, picketing of any nature, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout, in each case involving the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or employees of the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to To the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Sellerno such labor strike, picketing, labor dispute, slowdown, concerted interference, stoppage or lockout is threatened.
(d) Since June 1, 2011, the Companies have not had any duty to bargain with any union or labor organization or other Person purporting to act as exclusive bargaining representative of any employees of the Companies (“Union”) with respect to the wages, hours or other terms and conditions of employment of any employee of the Companies’ Subsidiaries from , and no Union claims or demands to, and since June 1, 2011 has not claimed or demanded to, represent, and there are no, and since June 1, 2011 there have been no, organizational campaigns in progress with respect to, any Governmental Authority of the employees of the Companies. There is no collective bargaining agreement or other third-party regarding Contract with any actual Union, or possible violation work rules or practices agreed to with any Union, binding on the Companies with respect to any employees of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyCompanies.
(e) Neither The Companies are in material compliance with all applicable Requirements of Law respecting labor, employment, fair employment practices, classification of employees and independent contractors, terms and conditions of employment, and wages and hours.
(f) Except as set forth on Section 3.12(f) of the Seller nor its Affiliates has engaged in Disclosure Schedules, the Companies have not received written notice that any plant closing or employee layoff activities in respect of the TS Business since December 31employment policies or practices of the Companies are currently being audited or investigated and the employment policies or practice of the Companies are not subject to audit or investigation by any Governmental Authority.
(g) Except as set forth on Section 3.12(g) of the Seller Disclosure Schedules, 2015 that would violate the Companies are not subject to any affirmative action obligations under any Requirements of Law, including Executive Order 11246, and are not a government contractor for purposes of any Requirements of Law with respect to the terms and conditions of employment, including the Service Contracts Act or give rise to an prevailing wage laws.
(h) The Companies have not incurred any liability or obligation to provide any notice required pursuant to under the Worker Adjustment and Retraining and Notification Act of 1988, as amendedand the regulations promulgated thereunder, or any similar state or local plant closing or mass layoff statuteRequirements of Law that remains unsatisfied. Section 3.12(h) of the Seller Disclosure Schedules contains a true, rule or regulationcorrect, and complete list of all employees of the Companies who have been terminated in the 90 day period immediately preceding the date of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (API Technologies Corp.), Stock Purchase Agreement (Measurement Specialties Inc)
Labor and Employment Matters. (a) Section 2.1(aThe Seller Disclosure Schedule sets forth (i) (A) a list of all directors, employees, contractors and consultants of the Employee Matters Agreement sets forth in a single file for each business unit, a correct Acquired Company and complete list, its Subsidiaries (including title and position) as of the date hereof, and (B) the base compensation and benefits of each such director, employee, contractor and consultant, and (ii) a list of all former directors, employees, contractors and consultants of the following with respect Acquired Company and its Subsidiaries who are receiving benefits or scheduled to each NewCo Employee: staff ID number or other unique identification number, job titlereceive benefits in the future, and job locationthe pension benefit, medical insurance coverage and other benefits of each such former director, employee, contractor and consultant.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or Acquired Company nor any of their its Subsidiaries is a party or subject to any labor union or collective bargaining contract that pertains to the NewCo Employeesagreement. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there There have not been anysince January 1, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees2007, (b) and there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or with respect any actions or arbitrations which involve the labor or employment relations of the Acquired Company or any of its Subsidiaries. There is no unfair labor practice, charge or complaint pending, unresolved or, to Seller’s Knowledge, threatened. No event has occurred or circumstance exist that may provide the basis of any NewCo Employeeswork stoppage or other labor dispute.
(c) The consummation Each of the transactions contemplated by this AgreementAcquired Company and its Subsidiaries has complied in all material respects with each, including implementing and is not in violation 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 Reorganizationhiring, will not give rise to hours, wages, occupational safety and health, employment, promotion, termination or benefits of any obligations to obtain consent or any opinion from any labor union, works council employee or other employee representative bodies representing all or any category Person. The Acquired Company and its Subsidiaries have (i) complied with requirements of NewCo EmployeesColombian Law relating to the enrollment of their personnel in the General Integral Social Security System in health, or from any NewCo Employee. With respect to requirements that must be satisfied as pensions and professional risks and have properly and timely paid the monthly installments accrued in favor of the date hereofsocial security system; (ii) enrolled their employees in a Colombian Family Compensation Fund as required by Colombian Law; (iii) timely paid the salaries, Seller has satisfied as legal and voluntary benefits, overtime, rest and holiday pay, social benefits, personal equipment, vacations, severances and other applicable labor benefits, to which their personnel were entitled in accordance with Colombian Law; and (iv) complied with the obligations stipulated in Law 100 of 1993 covering labor risks and accidents of their employees. The amounts referred to in Section 5.2 have been accounted for in the financial statements of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesAcquired Company and its Subsidiaries.
(d) With respect The Acquired Company and its Subsidiaries have not established or provided employee benefits to the NewCo Employees, its current or former employees or contractors under any employee benefit plans other than (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries plans and benefits required by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, Law and (ii) none payment of 90% of medical insurance premiums (the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices“Medical Plan”). With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have The Medical Plan has been operated in compliance in all material respects with applicable Law regarding employment and employment practices (including wagesColombian Law, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection Acquired Company and payment of withholding and/or social security Taxes its Subsidiaries have satisfied their statutory and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance contractual obligations with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of Medical Plan in all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyrespects.
(e) Neither None of Seller, the Seller nor Acquired Company or any its Affiliates has engaged in Subsidiaries is a party to any plant Contract which restricts the Acquired Company or any of its Subsidiaries from relocating, closing or employee layoff activities terminating any of its operations or facilities or any portion thereof.
(f) The Acquired Company and its Subsidiaries have complied and are in compliance with the requirements of all applicable immigration Laws.
(g) Buyer and its Subsidiaries will have no severance, salary, bonus or other Liabilities with respect to the Employees of the TS Business since December 31Acquired Company to be terminated under Section 5.2 for any periods (except with respect to any such employees hired by Buyer, 2015 that would violate or give rise and then only with respect to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationperiods from their respective hire dates).
Appears in 2 contracts
Samples: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) 4.17 of the Seller Company Disclosure SchedulesSchedule or except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole:
(a) (i) there is no pending, or to the Knowledge of the Company, threatened Action by or on behalf of any employee, prospective employee, independent contractor or former employee or independent contractor; (ii) none of the Seller, the Companies Company or any of their its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other Contract with any labor union, labor organization, works council or group of Company Employees (each a “CBA”); (iii) there are no CBAs or any other labor-related agreements or arrangements with respect to any Company Employees; (iv) no Company Employees are represented by any labor union, works council, or collective bargaining contract that pertains other labor organization with respect to their employment with the NewCo Employees. To Company or its Subsidiaries; and (v) to the Knowledge of the SellerCompany, (a) there are no, and for in the three year period prior to date hereof past five (5) years there have not been anyno, organizing pending or threatened union organizational activities or collective bargaining arrangements that would affect proceedings with respect to employees of the TS Business Company or its Subsidiaries.
(b) In the past five (5) years, (i) there has been no grievance, labor strike, unfair labor practice charge, slowdown, labor-related arbitration, lockout, picketing, handbilling, stoppage or other labor dispute pending or, to the Knowledge of the Company, threatened against the Company or under discussion with any of its Subsidiaries; and (ii) no labor organization union, works council, other labor organization, or group of employees of the NewCo EmployeesCompany or its Subsidiaries has made a demand for recognition or certification, (b) and there are no labor unions representation or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages certification proceedings presently pending or threatened by to be brought or filed with respect to the National Labor Relations Board or any NewCo Employeesother labor relations tribunal or authority.
(c) The Neither the Company nor any of its Subsidiaries have any notice or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, The Company and (ii) none of the Seller, the Companies or the Companies’ its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority in compliance with all applicable Laws relating to such NewCo Employees or employment practices. With respect to the NewCo Employeeslabor, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wagespractices, hoursincluding, overtime without limitation, all Laws respecting terms and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pensionconditions of employment, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations wages, hours and overtime classification (including the classification of the personal rights of employees, former employees or prospective consultants and independent contractors and exempt and non-exempt employees), terms and conditions of employment and wages and hours immigration (including classification the completion of I-9s for all employees and equitable pay practices) and applicable Law in respect the proper confirmation of any reduction in force employee visas), employment discrimination, employee privacy, disability rights or benefits, equal opportunity (including notice, information and consultation requirementscompliance with any affirmative action plan obligations), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, plant closures and layoffs (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to including the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar state Laws (“WARN”)), workers’ compensation, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance.
(e) To the Knowledge of the Company, no current or local plant closing former employee or mass layoff statuteindependent contractor of the Company or any of its Subsidiaries is in violation of any term of any employment agreement, rule nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or regulationother obligation: (i) owed to the Company or any of its Subsidiaries; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the Company or any of its Subsidiaries.
(f) The Company and its Subsidiaries have promptly, thoroughly and impartially investigated all sexual harassment allegations of which they are aware. With respect to each such allegation with potential merit, the Company or its applicable Subsidiary has taken prompt corrective action that is reasonably calculated to prevent further harassment. The Company does not reasonably expect any liability with respect to any such allegations.
Appears in 2 contracts
Samples: Merger Agreement (DJO Finance LLC), Merger Agreement (Colfax CORP)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b5.1(l) of the Seller Company Disclosure SchedulesLetter, none neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor union or labor organization been certified, as the exclusive bargaining representative of any employees of the Seller, the Companies Company or any of their Subsidiaries its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or collective bargaining contract that pertains labor organization, nor, to the NewCo EmployeesKnowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any material labor dispute, involving the Company or any of its Subsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the SellerCompany, (a) there are nois no campaign being conducted to solicit cards from employees of the Company or any of its Subsidiaries to authorize representation by a labor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, and separation or window program since the Applicable Date, nor has any such action or program been announced for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements future in any case that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting reasonably be expected to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent material obligation under the United States Worker Adjustment and Retraining Notification Act or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeessimilar Law, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
rules and regulations thereunder (d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Sellercollectively, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements“WARN Act”), except as would not be material for any such obligation that was satisfied on or prior to December 31, 2016. To the Knowledge of the Company, all Persons who provide services to the TS Business taken Company or any of its Subsidiaries have been properly classified as a wholeexempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees or independent contractors for all purposes, andincluding tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 3.12(d5.1(l) of the Seller Company Disclosure SchedulesLetter, no claims relating to non-the Company and its Subsidiaries are in compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) all workplace health and safety Laws and there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, pending or other amounts due threatened claims related to workplace health or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience employment of any employees of the Company or any of its Subsidiaries, except in each case for such non-compliance or claims that have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.12(d) No employee of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder Company or any other applicable law establishing standards of, or otherwise relating to, workplace safetyof its Subsidiaries is employed outside the United States.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Sempra Energy), Merger Agreement (Berkshire Hathaway Energy Co)
Labor and Employment Matters. (a) No Spinco Entity is a party to, or bound by, and no Spinco Group Employee is subject to, any (A) collective bargaining agreement (other than those set forth on Section 2.1(a5.15(a) of the Employee Matters Agreement sets forth in IP/Spinco Disclosure Schedules) or (B) other Contract with a single file for each business unitlabor union, a correct and complete listlabor organization, as of the date hereofworks council or trade association, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.nor is any such Contract presently being negotiated;
(b) Except as set forth has not had, and would not reasonably be expected to have, individually or in Section 3.12(b) of the Seller Disclosure Schedulesaggregate, none of a Spinco Material Adverse Effect, with respect to any Spinco Group Employee, no Spinco Entity or IP Entity is, or during the Sellerprior two year period has been, the Companies subject of any Action asserting that such Spinco Entity or any of their Subsidiaries is a party IP Entity, respectively, has committed an unfair labor practice or seeking to any labor or collective bargaining contract that pertains compel it to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion bargain with any labor organization as to wages or group conditions of the NewCo Employeesemployment, (b) there are no labor unions or other organizations representingnor, purporting to represent or attempting to representIP’s Knowledge, is any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.such Action threatened; and
(c) The consummation of Except as has not had, and would not reasonably be expected to have, individually or in the transactions contemplated by this Agreementaggregate, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, anda Spinco Material Adverse Effect, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Spinco Group Employees, the Seller, the Companies Spinco Entities and the Companies’ Subsidiaries IP Entities are and since January 1in compliance, 2013 have been in compliance in all material respects respects, with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or their obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended, and all similar Laws (“WARN”) 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 Spinco Entity or any similar state Spinco Group Employee has occurred during the prior two year period, is pending or, to IP’s Knowledge, threatened.
(e) To the Knowledge of IP, there have been no petitions or local plant closing campaigns being conducted to solicit cards initiated by any labor organization to represent any Spinco Group Employees not currently represented by a labor organization or mass layoff statuteemployee representative within the past three years, rule nor, to IP’s Knowledge, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor organization.
(f) With respect to the Spinco Group Employees, each of IP, Spinco and their respective Subsidiaries is in material compliance with all applicable Laws and Contracts relating to employment practices, terms and conditions of employment, and the employment of former, current and prospective employees, independent contractors and “leased employees” (within the meaning of Section 414(n) of the Code), including all such Laws and Contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, except as has not had or regulationwould not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
(g) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, no IP Entity or Spinco Entity is in material breach of any collective bargaining agreement that applies to any Spinco Group Employee nor, to IP’s Knowledge, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.
(h) To the Knowledge of IP, no Spinco Group Employee that is an executive officer or Key Spinco Group Employee has expressed to IP or Spinco any present intention to terminate his/her employment with IP or any Spinco Entity (other than, for the avoidance of doubt, those employees who shall terminate employment with IP in connection with the Transactions).
Appears in 2 contracts
Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)
Labor and Employment Matters. (a) Section 2.1(a) Each of the Employee Matters Agreement sets forth Company and its Subsidiaries is, and during the past three (3) years has been, in compliance, in all material respects, with all applicable Laws governing the employment of labor, including all such Laws relating to: discrimination or harassment in employment; terms and conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; plant closings; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; background checks and other consumer reports regarding employees and applicants; employment practices; affirmative action and other employment-related obligations on federal contractors and sub-contractors; classification of employees, consultants and independent contractors; labor relations; collective bargaining; unemployment insurance; and workers’ compensation (collectively, “Employment Matters”). The Company has made available to Parent all current material written personnel policies, rules and procedures applicable to employees that have been adopted by the Company or any of its Subsidiaries.
(b) The Company has made available to Parent a single file for each business unittrue, a correct and complete listlisting, as of the date hereofspecified therein, of the following name of each individual employed by the Company or any of its Subsidiaries, together with such employee’s position or function; annual base salary or wage; status as “exempt” or “nonexempt” for employment classification purposes; accrued leave as of the date specified therein; any incentive or bonus arrangements with respect to each NewCo Employee: staff ID number or other unique identification numbersuch employee; and any severance potentially payable to such employee upon termination of employment. The Company has made available to Parent a true, job titlecorrect and complete listing, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedulesdate specified therein, none of the Seller, name of each individual engaged by the Companies Company or any of their its Subsidiaries as an independent contractor, together with such individual’s compensation arrangement and whether such individual has entered into a written agreement regarding his or her contractor engagement. Neither the Company nor any of its Subsidiaries is a party to any labor employment contract or collective bargaining independent contractor contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization of its directors, officers, employees, or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or independent contractors with respect to such person’s employment or engagement with the Company or any NewCo Employeesof its Subsidiaries. The employment of each employee of the Company and its Subsidiaries and the engagement of each independent contractor is terminable at will by the Company or Subsidiary, as applicable, without any penalty, liability, severance obligation incurred by the Company or any of its Subsidiaries. Each employee of the Company or any of its Subsidiaries is a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States.
(c) The consummation Neither the Company nor any of its Subsidiaries is or has been during the transactions contemplated by this Agreementpast three (3) years (i) a party to, including implementing the Reorganizationor bound by, will not give rise to any obligations to obtain consent collective bargaining agreement or any opinion from any other contract with a labor union, works council or other employee representative bodies representing all labor organization or any category of NewCo Employees(ii) subject to a material labor dispute, strike or from any NewCo Employeework stoppage. With respect to requirements that must be satisfied as To the knowledge of the date hereofCompany, Seller has satisfied as of the date hereof, and, there are no organizational efforts with respect to requirements that must be satisfied as the formation of any time following the date hereofa collective bargaining unit presently being made or, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice threatened involving employees of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all Company or any category of NewCo Employeesits Subsidiaries.
(d) With respect There are no pending or, to the NewCo EmployeesCompany’s knowledge, threatened, and in the past three (i3) years there is no pending charge have been no, material Proceedings by or complaint against before any Governmental Entity relating to any Employment Matters relating to or involving the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board Company or any comparable U.S. or foreign Governmental Authority, and (ii) none of its Subsidiaries. Neither the Seller, the Companies or the Companies’ Company nor any of its Subsidiaries are is a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority Entity relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyEmployment Matters.
(e) Neither In the Seller last three (3) years, (i) to the Company’s knowledge, no allegations of sexual harassment, sexual assault, sexual misconduct, gender discrimination or similar behavior (a “Sexual Misconduct Allegation”) have been made against any employee or independent contractor of the Company or any of its Subsidiaries, and (ii) neither the Company nor any of its Affiliates Subsidiaries has entered into any settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any contract or provision similar to any of the foregoing, relating directly to any Sexual Misconduct Allegation.
(f) In the last four (4) years, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the federal Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)), or (ii) a “mass layoff” (as defined in the WARN Act), and neither the Company nor any of its Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of any applicable state, local and foreign Law related to plant closing or employee layoff activities in respect closings, relocations, mass layoffs and employment losses.
(g) Neither the Company nor any Subsidiary of the TS Business since December 31Company is a party to any contract or subcontract with the United States government or any department or agency thereof that, 2015 that would violate individually or give rise to an obligation to provide in the aggregate, trigger any notice required pursuant to obligations under Executive Order 11246, Section 503 of the Worker Adjustment Retraining and Notification Rehabilitation Act of 1988, as amended1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, and no customers are using the products or services of the Company or any similar state Subsidiary of the Company to perform services or local plant closing provide goods for the United States government or mass layoff statuteany department or agency thereof, rule or regulationhave included any reference to federal contracting, subcontracting or supplying, or otherwise referenced Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, in any contract with the Company or any Subsidiary of the Company.
(h) To the knowledge of the Company, (i) no employee or independent contractor of the Company or any of its Subsidiaries is in violation of any material term of any employment contract, consulting contract, non-disclosure agreement, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other agreement relating to confidential or proprietary information, intellectual property, competition, or related matters; and (ii) the continued employment by the Company and its Subsidiaries of their respective employees, and the performance of the contracts with the Company and its Subsidiaries by their respective independent contractors, will not result in any such material violation. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such material violation has occurred within the past three (3) years.
Appears in 2 contracts
Samples: Merger Agreement (Ready Capital Corp), Agreement and Plan of Merger (Broadmark Realty Capital Inc.)
Labor and Employment Matters. (a) Except as set forth in Section 2.1(a3.12(a) of the Employee Matters Agreement sets forth in Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries is a single file for each business unitparty, or otherwise subject, to any collective bargaining Contract or other agreement with a correct and complete listlabor union, works council or other employee representative body; (ii) to the Knowledge of the Company, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions activities or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation proceedings of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all body to organize any employees of the Company or any category of NewCo Employeesits Subsidiaries, there is no demand for recognition as the exclusive bargaining representative of any employees that has been made by or from on behalf of any NewCo Employee. With labor union, works council or other employee representative body, and there have been no such activities, proceedings or demands since October 1, 2014 (iii) no employee of the Company or any of its Subsidiaries is represented by any labor union, works council or other employee representative body with respect to requirements that must be satisfied his or her employment with the Company or any of its Subsidiaries; (iv) as of the date hereof, Seller has satisfied there is no pending or, to the Knowledge of the Company, threatened strike, picketing, lockout, slowdown, work stoppage or similar activity, and there have been no such activities since October 1, 2014; (v) as of the date hereof, and, with respect to requirements that must be satisfied there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations authority; (vi) as of any time following the date hereof, Seller will satisfy there is no pending or, to the Knowledge of the Company, threatened Legal Action by or before any Governmental Authority with respect to any current or former employees, applicants or independent contractors of the Company or any of its Subsidiaries; (vii) the Company and its Subsidiaries are in material compliance, and since October 1, 2014 have been in material compliance with all material Laws related to employment, employment practices, wages, hours, immigration and other terms and conditions of employment (including without limitation affirmative action obligations, occupational health and safety and the classification and compensation of employees and independent contractors for purposes of the Fair Labor Standards Act and similar state Laws); (viii) neither the Company nor any of its Subsidiaries has, during the three year period prior to the Closing Datedate hereof, all requirements to inform, consult with taken any action that would constitute a “Mass Layoff” or provide notice “Plant Closing” within the meaning of the transactions contemplated by this AgreementWorker Adjustment and Retraining Notification Act or similar state Law or otherwise trigger mass layoff or plant closing obligations under applicable Law; and (ix) neither the Company nor any of its Subsidiaries will incur any notice, including implementing the Reorganizationinformation, consultation, consent or similar obligations with respect to any labor union, works council or other employee representative bodies representing all body in connection with the execution of this Agreement or any category of NewCo Employeesthe Transactions.
(db) With respect True, correct and complete information as to the NewCo Employeesname, current job title and position, work location, annual base salary or hourly rate, bonus eligibility, date of hire, years of service, status (iexempt vs. non-exempt, full-time or part-time) there is no pending charge or complaint against the Sellerand leave status (type, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authorityduration and expected return date), bonus, equity awards and (ii) none other compensation for 2016 of all current directors and employees of the Seller, the Companies or the Companies’ Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating has been provided to such NewCo Employees or employment practicesParent. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except Except as set forth in Section 3.12(d3.12(b) of the Seller Company Disclosure SchedulesSchedule, no claims relating to non-compliance with as of the foregoing are pending ordate hereof, to the Knowledge of the SellerCompany, threatenedno current executive 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 within the next twelve (12) months. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience No executive of the Company or any of its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth Subsidiaries is employed under a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority non-immigrant work visa or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetywork authorization that is limited in duration.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Ormat Technologies, Inc.), Merger Agreement (Us Geothermal Inc)
Labor and Employment Matters. (ai) Section 2.1(a) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on T-Mobile, neither T-Mobile nor any of its subsidiaries has received written notice during the past three years of the Employee Matters Agreement sets forth in a single file intent of any Governmental Entity responsible for each business unitthe enforcement of labor, a correct employment, affirmative action, immigration, occupational health and complete list, as safety or workplace safety and workers compensation insurance laws to conduct an investigation of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies T-Mobile or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains its subsidiaries and, to the NewCo Employeesknowledge of T-Mobile, no such investigation is in progress. To Except in each case as, individually or in the Knowledge of the Selleraggregate, would not reasonably be expected to have a Material Adverse Effect on T-Mobile, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (bA) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, (and (c) there are no, and for have not been during the three-year period prior to preceding the date hereof there have not been any, lockouts, strikes, slowdowns of this Agreement) strikes or work stoppages pending or threatened by or lockouts with respect to any NewCo Employees.
employees of T-Mobile or any of its subsidiaries, (cB) The consummation to the knowledge of T-Mobile, there is no (and has not been during the transactions contemplated by three-year period preceding the date of this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent ) labor organizing effort pending or threatened in writing against T-Mobile or any opinion from any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor unionpractice, works council labor dispute (other than routine individual grievances) or other employee representative bodies representing all labor arbitration proceeding pending or, to the knowledge of T-Mobile, threatened in writing against T-Mobile or any category of NewCo Employeesits subsidiaries, or from any NewCo Employee. With respect to requirements that must be satisfied as of (D) there is no (and has not been during the three-year period preceding the date hereofof this Agreement) slowdown or work stoppage in effect or, Seller has satisfied as to the knowledge of the date hereofT-Mobile, andthreatened in writing, with respect to requirements that must be satisfied as any employees of T-Mobile or any of its subsidiaries, (E) neither T-Mobile nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the WARN Act, and (F) to the knowledge of T-Mobile, no current or former employee, independent contractor or consultant of T-Mobile or any of its subsidiaries has breached any nondisclosure obligation to, non-competition agreement with or other restrictive covenant with: (i) T-Mobile or any of its subsidiaries or (ii) a former employer of any time following such individual relating to (a) the date hereof, Seller will satisfy prior right of any such individual to be employed or engaged by T-Mobile or any of its subsidiaries or (b) the Closing Date, all requirements to inform, consult use or disclosure of confidential information in connection with such individual’s employment with or provide notice of the transactions contemplated engagement by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all T-Mobile or any category of NewCo Employeesits subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on T-Mobile, T-Mobile and each of its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action, immigration and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Neither T-Mobile nor any of the Seller, the Companies its subsidiaries is a party or the Companies’ Subsidiaries are a partysubject to, or otherwise bound by, any consent decree withLabor Agreement, and none of the employees of T-Mobile or citation byits subsidiaries are represented by a works council, any Governmental Authority relating to such NewCo Employees union or employment practices. With similar labor organization with respect to their services to T-Mobile or its subsidiaries. Neither the NewCo Employees, execution and delivery of this Agreement nor the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations consummation of the personal rights of employees, former employees transactions contemplated hereby (either alone or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance conjunction with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards event) will require the consent of, or otherwise relating advance notification to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing works councils, unions or employee layoff activities in similar labor organizations with respect to employees of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, T-Mobile or any similar state or local plant closing or mass layoff statute, rule or regulationof its subsidiaries.
Appears in 2 contracts
Samples: Business Combination Agreement (T-Mobile US, Inc.), Business Combination Agreement (SPRINT Corp)
Labor and Employment Matters. (a) Section 2.1(aOn and after the Closing Date, all hiring and staffing decisions concerning Buyer’s employees and consultants (including those employees and consultants listed on Schedule 10(e)(ii) and Schedule 10(e)(iv), but not including any consultants retained by Seller following the Closing Date) shall be within Buyer’s sole and exclusive discretion and control. Those employees of Seller to whom Buyer shall not offer employment or who decline the Employee Matters Agreement sets forth employment offer of Buyer shall remain in a single file the employ of Seller, or, at Seller’s option, may be terminated by Seller in accordance with its personnel policies and at its expense. Seller agrees that to the extent the foregoing triggers any notice obligations under the Worker Adjustment and Retraining Notification Act (WARN), Seller shall be responsible for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job titleproviding, and job locationshall be liable to any persons or entities who do not receive, any required notices. Employees of Seller who become employees of Buyer by accepting Buyer’s offer of employment (the “Transferred Employees”) shall be subject to all rules, regulations, requirements and policies applicable to new hires of Buyer.
(b) Except as set forth in Section 3.12(b) Buyer shall not assume any employment contracts of the whatever nature or any obligations arising out of any employment contracts, express or implied, oral or written, individual or collective, between Seller Disclosure Schedulesand any of Seller’s employees. Nor shall Buyer assume any obligations arising out of any pension benefit, none employee welfare benefit, bonus, deferred compensation, stock purchase, stock option, severance, fringe benefit, medical insurance, life insurance or similar plan, policy or program of the Seller, whether or not covered or excluded from coverage under ERISA. Seller shall be solely responsible for complying with all of its obligations, if any, to its employees, including compliance with the Companies or any provisions of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to ERISA, the NewCo Employees. To the Knowledge Multi-Employer Pension Plan Amendments Act of the Seller, 1980 (a) there are noMPPAA), and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesWARN.
(c) The consummation All offers of the transactions contemplated employment by this Agreement, including implementing the Reorganization, will not give rise Buyer to any obligations to obtain consent employee of Seller shall be conditioned on such employee terminating his or any opinion from any labor union, works council her employment with Seller on or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing DateDate and waiving, to the maximum extent permitted by applicable law, all requirements of his or her rights to inform, consult with make any claim or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all demand on Buyer or any category of NewCo EmployeesBuyer’s affiliates in respect of (i) any employment contracts of whatever nature or any obligations arising out of any employment contracts, express or implied, oral or written, individual or collective, between Seller and such employee and (ii) any obligations arising out of any pension benefit, employee welfare benefit, bonus, deferred compensation, stock purchase, stock option, severance, fringe benefit, medical insurance, life insurance or similar plan, policy or program of Seller, whether or not covered or excluded from coverage under ERISA.
(d) With respect Buyer may at any time at its sole option solicit and make employment offers to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries any employees of Seller who are not retained by the National Labor Relations Board or Buyer as of Closing and Seller shall not in any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to manner restrict such NewCo Employees or employees from accepting such employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyoffers.
(e) Neither On and after the Closing Date, those employees of Seller nor its Affiliates has engaged in who accept the employment offer of Buyer shall be eligible for participation under Buyer’s benefit plans and programs that are offered to Buyer’s current employees. Such employees shall not receive credit for their years of continuous service with Seller for purposes of determining participation and benefit levels under any plant closing of Buyer’s benefit plans or employee layoff activities in respect programs, including, without limitation, and 401(k) plan or vesting thereunder, flexible time-off or vacation benefits, bonus plans, commission plans, severance or termination benefits or any other benefit plans or programs.
(f) Seller and Buyer will (i) treat Buyer as a “successor employer” and Seller as a “predecessor,” within the meaning of Sections 3306(b)(1) and 3121(a)(1) of the TS Business since December 31Code, 2015 that would violate with respect to Transferred Employees who are employed by Buyer for purposes of taxes imposed under the United States Federal Unemployment Tax Act (“FUTA”) or give rise the United States Federal Insurance Contributions Act (“FICA”) and (ii) cooperate with each other to an obligation avoid, to provide the extent possible, the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year within which the Closing Date occurs. At the request of Buyer with respect to any notice required particular applicable tax law relating to employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care or other similar tax other than taxes imposed under FICA and FUTA, Seller will and Buyer will (i) treat Buyer as a successor employer and Seller as a predecessor employer, within the meaning of the relevant provisions of such tax law, with respect to Transferred Employees who are employed by Buyer and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one individual information reporting form pursuant to each such tax law with respect to each such Transferred Employee for the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationcalendar year within which the Closing Date occurs.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Macrovision Corp), Asset Purchase Agreement (Macrovision Corp)
Labor and Employment Matters. (ai) Section 2.1(a) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, neither Sprint nor any of its subsidiaries has received written notice during the past three years of the Employee Matters Agreement sets forth in a single file intent of any Governmental Entity responsible for each business unitthe enforcement of labor, a correct employment, affirmative action, immigration, occupational health and complete list, as safety or workplace safety and workers compensation insurance laws to conduct an investigation of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies Sprint or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains its subsidiaries and, to the NewCo Employeesknowledge of Sprint, no such investigation is in progress. To Except in each case as, individually or in the Knowledge of the Selleraggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (bA) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, (and (c) there are no, and for have not been during the three-year period prior to preceding the date hereof there have not been any, lockouts, strikes, slowdowns of this Agreement) strikes or work stoppages pending or threatened by or lockouts with respect to any NewCo Employees.
employees of Sprint or any of its subsidiaries, (cB) The consummation to the knowledge of Sprint, there is no (and has not been during the transactions contemplated by three-year period preceding the date of this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent ) labor organizing effort pending or threatened in writing against Sprint or any opinion from any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor unionpractice, works council labor dispute (other than routine individual grievances) or other employee representative bodies representing all labor arbitration proceeding pending or, to the knowledge of Sprint, threatened in writing against Sprint or any category of NewCo Employeesits subsidiaries, or from any NewCo Employee. With respect to requirements that must be satisfied as of (D) there is no (and has not been during the three-year period preceding the date hereofof this Agreement) slowdown or work stoppage in effect or, Seller has satisfied as to the knowledge of the date hereofSprint, andthreatened in writing, with respect to requirements that must be satisfied as any employees of Sprint or any of its subsidiaries, (E) neither Sprint nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”), and (F) to the knowledge of Sprint, no current or former employee, independent contractor or consultant of Sprint or any of its subsidiaries has breached any nondisclosure obligation to, non-competition agreement with or other restrictive covenant with: (i) Sprint or any of its subsidiaries or (ii) a former employer of any time following such individual relating to (a) the date hereof, Seller will satisfy prior right of any such individual to be employed or engaged by Sprint or any of its subsidiaries or (b) the Closing Date, all requirements to inform, consult use or disclosure of confidential information in connection with such individual’s employment with or provide notice of the transactions contemplated engagement by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all Sprint or any category of NewCo Employeesits subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Sprint, Sprint and each of its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action, immigration and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Neither Sprint nor any of the Seller, the Companies its subsidiaries is a party or the Companies’ Subsidiaries are a partysubject to, or otherwise bound by, any consent decree withLabor Agreement, and none of the employees of Sprint or citation byits subsidiaries are represented by a works council, any Governmental Authority relating to such NewCo Employees union or employment practices. With similar labor organization with respect to their services to Sprint or its subsidiaries. Neither the NewCo Employees, execution and delivery of this Agreement nor the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations consummation of the personal rights of employees, former employees transactions contemplated hereby (either alone or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance conjunction with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards event) will require the consent of, or otherwise relating advance notification to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing works councils, unions or employee layoff activities in similar labor organizations with respect to employees of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, Sprint or any similar state or local plant closing or mass layoff statute, rule or regulationof its subsidiaries.
Appears in 2 contracts
Samples: Business Combination Agreement (T-Mobile US, Inc.), Business Combination Agreement (SPRINT Corp)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b4(p) of the Seller Disclosure Schedules, none of Schedule:
(i) Neither the Seller, the Companies or Company nor any of their its Subsidiaries is a party to or bound by any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Selleragreement or other similar agreement, (a) there are nono such agreement is presently being negotiated, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to representrepresent any employees employed by the Company or its Subsidiaries;
(ii) Since January 1, 2016, there has not occurred or been threatened any NewCo Employeesstrike, and slowdown, lockout, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity with respect to any employee of the Company or its Subsidiaries and, to the Knowledge of the Company, no event has occurred or circumstance exists that may provide the basis of any such strike, slowdown, lockout, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity;
(ciii) there are noSince January 1, and for the three-year period prior to date hereof 2016, there have not been anyany Proceedings against the Company or its Subsidiaries pending, lockoutsor to the Knowledge of the Company, strikesthreatened to be brought or filed, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of Governmental Entity in connection with the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as employment of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with current or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council former employee or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a partyapplicant for employment, or otherwise bound by, any consent decree with, concerning the Company’s or citation by, any Governmental Authority relating to such NewCo Employees its Subsidiaries’ labor or employment practices. With respect ;
(iv) The Company and its Subsidiaries have complied and continue to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance comply in all material respects with all applicable Law regarding Laws and contracts pertaining to the employment and or termination of employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign of their employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices including all such laws relating to employees, employing employees through services providers, engagement of service providers, labor relations and collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rightsequal employment opportunities, immigration, privacy issueswage and hour laws (including the classification of employees as exempt or non-exempt from overtime pay requirements, fringe benefitsthe provision of meal and rest breaks, employment practicespay for all working time, recruitment of employees, workers’ compensation and the collection proper classification of individuals as nonemployee contractors or consultants), mass layoffs and payment of withholding and/or social security Taxes and any similar Taxplant closings, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations fair employment practices, workers’ compensation, the prevention of discrimination, harassment and retaliation, and other similar employment activities;
(v) The Company has made available to Buyer details about any allegation made in writing or, to the Knowledge of the personal rights Company, threatened or investigated since January 1, 2016 claiming that an executive, corporate officer, or member of employees, former employees the board of directors or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect similar governing body of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure SchedulesCompany or any of its Subsidiaries engaged in discrimination, harassment, or similar misconduct under any labor or employment law;
(vi) Since January 1, 2016, no claims relating to non-compliance with the foregoing are unfair labor practice Proceeding or material grievance has been pending or, to the Knowledge of the SellerCompany, threatened. With threatened before the National Labor Relations Board or any other federal, state, local, and foreign government (and all agencies thereof) with respect to any employee or independent contractor;
(vii) Neither the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing Company nor any of its Subsidiaries is subject to any order to bargain by the SellerNational Labor Relations Board with respect to any employee; and
(viii) Since January 1, 2016, neither the Companies Company nor any of its Subsidiaries has closed any plant or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefitsfacility, social security effectuated any group layoffs involving twenty (20) or other benefits more employees or obligations for employeesimplemented any early retirement program, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of nor has the Company or any of its Subsidiaries. Section 3.12(d) of Subsidiaries planned or announced any such action or program for the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyfuture.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Labor and Employment Matters. (a) Section 2.1(a) As of the Employee Matters Agreement sets forth date hereof, no union or other labor organization has been recognized or certified as the representative of any employees of Parent or any subsidiary of Parent for purposes of collective bargaining, and neither Parent nor any subsidiary of Parent is a party to any collective bargaining agreement or any other agreement currently in a single file for each business uniteffect with any labor organization or other representative of any employees of Parent or any subsidiary of Parent (the “Parent Collective Bargaining Agreements”), a correct and complete listnor is any such agreement being negotiated by Parent or any subsidiary of Parent as of the date hereof.
(b) To Parent’s knowledge, as of the date hereof, there is no union organizing activity ongoing among the employees of Parent or any subsidiary of Parent, nor has any union or labor organization made any demand for recognition. As of the following with respect date hereof and since the Parent Applicable Date, there are and have been no strikes, work stoppages, slowdowns, lockouts or similar labor disputes pending or, to each NewCo Employee: staff ID number or other unique identification numberthe knowledge of Parent, job title, and job location.
(b) Except as set forth threatened in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies writing against Parent or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied its subsidiaries as of the date hereof, Seller in each case, that would be material to Parent and its subsidiaries, taken as a whole.
(c) Except as has satisfied not had and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) there are no actions, charges, complaints, government investigations or other proceedings pending against Parent or any of its subsidiaries by or before any judicial, administrative or arbitral tribunal, board, authority, agency, body or court which arise out of labor and employment, as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Parent and each of its subsidiaries are in material compliance with all applicable Laws relating to employment matters, including the Sellerpayment of wages for all time worked, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employeespayment of overtime, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providersindividuals as contractors, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee and mass layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to requirements under the Worker Adjustment and Retraining and Notification Act of 1988, as amended, and the regulations promulgated thereunder or any similar state or local plant closing Law, and the provision of meal, rest and other breaks. As of the date hereof, there are no grievances pending against Parent or mass layoff statuteany of its subsidiaries by or before any judicial, rule administrative or regulationarbitral tribunal, board, authority, agency, body or court arising out of labor and employment or relating to union recognition, accretion, or card check/neutrality agreements between Parent and any union except as would not, individually or in the aggregate, reasonably be expected to be material to Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Albertsons Companies, LLC), Merger Agreement (Rite Aid Corp)
Labor and Employment Matters. (a) Section 2.1(aWith respect to each Business Employee, the Seller has made available to the Buyer the following: (i) name; (ii) location, title and position (including whether full or part time); (iii) hire date and service recognized by the Seller for purposes of the Employee Matters Agreement sets forth Plans (including service with predecessor employers, if applicable, and any prior unabridged service with the Seller); and (iv) current leave status (indicating whether such individual is on a leave of absence and specifying type of leave and expected end date of leave, as applicable). The Business Employees included on Schedule 1.1(a) are the employees necessary to conduct the Business as currently conducted in all material respects, other than with respect to services provided to the Buyer and its Affiliates pursuant to the Transition Services Agreement, subject to position vacancies that currently exist or may arise in the ordinary course of business. As of the date hereof, to the extent required by Law, all compensation, including wages, commissions and bonuses due and payable to employees, independent contractors, consultants or other service providers of the Seller or any of its Affiliates for services performed for or in connection with the Business on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Seller or any of its Affiliates with respect to any compensation, commissions or bonuses. The Seller has provided or otherwise made available to the Buyer a single file schedule of the current annual base salary or annual/weekly/hourly rate of compensation, target incentive opportunity for 2017 (if any), actual incentive compensation for 2016 (if any) and a description of fringe benefits provided to each business unit, a correct and complete list, such individual as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or nor any of their Subsidiaries is its Affiliates is, or was within the past three years, a party to or bound by any labor or collective bargaining contract that pertains to the NewCo any Business Employees. To the Knowledge of the Seller, in the past three years, (a) there are no, and for the three year period prior to date hereof there have not been any, no organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo EmployeesBusiness Employees and no such activities are anticipated, (b) there are have been no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Business Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not reasonably be expected, individually or in the aggregate, to result in any material Liability to the TS Business taken as a whole, and, except as set forth in Section 3.12(dBuyer and its Affiliates and (c) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo EmployeesBusiness, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither neither the Seller nor any of its Affiliates has engaged in any plant closing or employee layoff activities in respect unfair labor practices within the meaning of the TS Business since December 31National Labor Relations Act except as would not reasonably be expected, 2015 that would violate individually or give rise in the aggregate, to an obligation to provide result in any notice required pursuant material Liability to the Worker Adjustment Retraining Buyer and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationits Affiliates.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Grifols SA), Asset Purchase Agreement (Hologic Inc)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b3.18(a) of the Seller Disclosure SchedulesSchedule, none of the Seller, the Companies Company or any of their the Subsidiaries is a party to any labor or collective bargaining agreement or other labor union contract that pertains applicable to Persons employed by the Company or any Subsidiary, and, to the NewCo Employees. To the Knowledge of the Seller’s Knowledge, (a) currently there are nono organizational campaigns, and for the three year period prior to date hereof there have not been any, organizing petitions or other unionization activities or seeking recognition of a collective bargaining arrangements that would unit which could affect the TS Business pending Company or under discussion with any labor organization or group of the NewCo Employees, Subsidiary; (b) to the Seller’s Knowledge, there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockoutscontroversies, strikes, slowdowns or work stoppages pending or threatened by between the Company or with respect to any NewCo Employees.
Subsidiary and any of their respective employees, and none of the Company or any of the Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) The consummation to the Seller’s Knowledge, none of the transactions contemplated by this AgreementCompany and the Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, including implementing and there are no grievances outstanding against the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from Subsidiary under any labor union, works council such agreement or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect contract which would reasonably be expected to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
have a Material Adverse Effect; (d) With respect to the NewCo EmployeesSeller’s Knowledge, (i) there is are no unfair labor practice complaints pending charge or complaint against the Seller, the Companies Company or the Companies’ Subsidiaries by any Subsidiary before the National Labor Relations Board or any comparable U.S. other Governmental Authority or foreign any current union representation questions involving employees of the Company or any Subsidiary which would reasonably be expected to have a Material Adverse Effect; (e) to the Seller’s Knowledge, the Company and each Subsidiary is currently in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including those related to worker classification, wages, hours, collective bargaining, worker authorization under immigration Laws, workers’ compensation, occupation, health and safety standards and the payment and withholding of Taxes and other sums as required by the appropriate Governmental AuthorityAuthority and 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 employees of the Company or Subsidiary and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) to the Seller’s Knowledge, the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (iig) to the Seller’s Knowledge, there is no claim with respect to worker classification or the payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or any Subsidiary; (h) none of the Seller, Company or any of the Companies or the Companies’ Subsidiaries are is a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices ; (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practicesi) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d3.18(i) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending orSchedule, to the Knowledge Seller’s Knowledge, there is no charge or proceeding with respect to a violation of the Seller, threatened. With any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the NewCo EmployeesCompany or any Subsidiary; and (j) except as set forth in Section 3.18(j) of the Disclosure Schedule, (x) to the Seller’s Knowledge, there are is no material outstanding assessmentscharge of discrimination in employment or employment practices, penaltiesfor any reason, finesincluding age, liensgender, chargesrace, surchargesreligion 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 amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of Governmental Authority in any jurisdiction in which the Company or its Subsidiariesany Subsidiary has employed or currently employs any Person. The representations and warranties set forth in this Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of 3.18 are the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party ’s sole and exclusive representations and warranties regarding any actual or possible violation of the Occupational Safety labor and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyemployment matters.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Crown Castle International Corp), Stock Purchase Agreement (Quanta Services Inc)
Labor and Employment Matters. (a) Section 2.1(aExcept for confidentiality, noncompetition, consulting or other similar contracts with any employees, consultants, officers or directors of the Company set forth in SECTION 4.12(a) of the Employee Matters Agreement sets forth Disclosure Schedule, the Company is not a party to any such contracts. Each such contract is in a single file for each business unitfull force and effect and neither the Company nor Seller or, a correct and complete list, as to the knowledge of the date hereofCompany or Seller, any other party to such contract has received notice that the Company is in violation or breach of the following or default in any material respect under any such contract (or with notice or lapse of time or both, would be in violation or breach of or default in any material respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job locationunder any such contract).
(b) Except as set forth in Section 3.12(bSCHEDULE 4.12(b) of the Seller Disclosure SchedulesSchedule: (i) the Company's current employees are not represented by a labor union or organization, none no labor union or organization has been certified or recognized as a representative of any such current employees, and the Seller, the Companies or any of their Subsidiaries Company is not a party to and/or has any labor or obligation under any collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Selleragreement or other labor union contract, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities white paper or collective bargaining arrangements that would affect the TS Business pending or under discussion side agreement with any labor union or organization or group any obligation to recognize or deal with any labor union or organization, and there are no such contracts, white papers or side agreements pertaining to or which determine the terms or conditions of employment of any current employee of either the NewCo Employees, Company; (bii) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened representation campaigns, elections or proceedings or questions concerning union representation involving any current employees; (iii) neither the Company nor Seller has knowledge of any activities or efforts of any labor union or organization (or representatives thereof) to organize any current employees of the Company, nor of any demands for recognition or collective bargaining, nor of any strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any NewCo Employeescurrent employees or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs have occurred for the past 24 months; (iv) the Company has not engaged in, admitted committing or been held in any administrative or judicial proceeding to have committed any unfair labor practice under the National Labor Relations Act, as amended; (v) the Company is not involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of material importance with any labor union or organization; and (vi) there are no controversies, claims, demands or grievances of material importance pending or, so far as the Company or Seller are aware, threatened, between the Company on the one hand, and any of its employees or any actual or claimed representative thereof on the other hand.
(c) The consummation Company is in material compliance with all Laws relating to the employment of the transactions contemplated by this Agreementlabor, including implementing the Reorganization, will but not give rise limited to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority such Laws relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime the Worker Adjustment Retraining and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination Notification Act of employment, notices to employees, employing employees through services providers, engagement of service providers1988 ("WARN"), collective bargaining, employees’ rights and benefits which derive from collective agreements and extension ordersdiscrimination, civil rights, immigrationsafety and health, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ worker's compensation and the collection and payment of withholding and/or social security Taxes taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetytax.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Intertape Polymer Group Inc), Stock Purchase Agreement (Spinnaker Industries Inc)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets Except as set forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following on Schedule 5.17 or with respect to each NewCo Employeewhich such representation, certification, recognition, obligation, contract, agreement, campaign, election, proceeding, strike, slowdown, work stoppage, practice, controversy or grievance, could not have, individually or in the aggregate, a Material Adverse Effect: staff ID number (i) no employee of the Credit Parties and their respective Subsidiaries is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and the Credit Parties and their respective Subsidiaries do not have any obligation under any collective bargaining agreement or other unique identification number, job titleagreement with any labor union or any obligation to recognize or deal with any labor union, and job locationthere are no such contracts or other agreements pertaining to or which determine the terms or conditions of employment of any employee of the Credit Parties and their respective Subsidiaries; (ii) there are no pending or threatened representation campaigns, elections or proceedings; (iii) the Credit Parties and their respective Subsidiaries do not have knowledge of any strikes, slowdowns or work stoppages of any kind, or threats thereof; (iv) neither any Credit Party nor any Subsidiary has engaged in, admitted committing or been held to have committed any unfair labor practice; and (v) there are no controversies or grievances between any Credit Party or any Subsidiary and any of its employees or representatives thereof.
(b) Except as set forth on Schedule 5.17 or as could not reasonably be expected to have, individually or in Section 3.12(b) of the Seller Disclosure Schedulesaggregate, none of the Sellera Material Adverse Effect, the Companies or any of Credit Parties and their respective Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Sellerhave at all times since January 1, (a) there are no2014 complied, and for the three year period prior to date hereof there have not been anyare in compliance with, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employeesall applicable laws, (b) there are no labor unions or other organizations representingrules and regulations respecting employment, purporting to represent or attempting to representwages, any NewCo Employeeshours, compensation, benefits, and (c) there are no, payment and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or withholding of taxes in connection with respect to any NewCo Employeesemployment.
(c) The consummation of Except as set forth on Schedule 5.17 or as could not reasonably be expected to have, individually or in the transactions contemplated by this Agreementaggregate, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Sellera Material Adverse Effect, the Companies or the Companies’ Credit Parties and their respective Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and have at all times since January 1, 2013 have been 2014 complied with, and are in compliance in with, all material respects with applicable Law regarding employment laws, rules and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and regulations respecting occupational health and safety, wrongful discharge or violations of the personal rights of employeesincluding, former employees or prospective employees)without limitation, terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amendedamended or superseded from time to time, and the rules promulgated thereunder or any other applicable common law establishing standards of, or otherwise doctrine relating to, workplace to worker health and safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Credit and Security Agreement (Progenity, Inc.), Credit and Security Agreement (Progenity, Inc.)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries (ai) Section 2.1(a) has agreed to recognize any labor union or labor organization, nor has any labor union or labor organization been certified, as the exclusive bargaining representative of any employees of the Employee Matters Agreement sets forth Company or any of its Subsidiaries; (ii) is a party to, otherwise bound by, or currently negotiating any collective bargaining agreement or other Contract with a labor union or labor organization; nor (iii) is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice, nor, to the Knowledge of the Company as of the date hereof, is any such proceeding threatened in a single file for each business unitwriting. There is not now, a correct and complete listnor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down, lockout, or other material labor dispute involving the Company or any of its Subsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing as of the date hereof. To the Knowledge of the Company, as of the date hereof, there is no campaign being conducted to solicit cards from employees of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies Company or any of their its Subsidiaries is to authorize representation by a party to labor organization. Since the Applicable Date, neither the Company nor any labor of its Subsidiaries have closed any plant or collective bargaining contract facility or effectuated any layoffs of employees or taken any other action that pertains to constitutes a “plant closing” or “mass layoff” as those terms are defined in the NewCo Employees. To United States Worker Adjustment and Retraining Notification Act or any similar Law, or the Knowledge of rules and regulations thereunder (collectively, the Seller“WARN Act”), (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting reasonably be expected to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations material obligation thereunder, except for any such obligation that was fully satisfied on or prior to obtain consent December 31, 2014 such that the Company and its Subsidiaries have no further obligation or any opinion from any labor unionliability in respect thereof. Except as has not had and would not have, works council individually or other employee representative bodies representing all or any category in the aggregate, a Company Material Adverse Effect, the Company and each of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereofits Subsidiaries is, and, with respect to requirements that must be satisfied as of any time following for the three years preceding the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganizationhas been, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding employment Laws and Orders respecting labor, employment, fair employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, equal employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employeesopportunity laws), terms and conditions of employment and wages and hours (including employment, classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, occupational safety and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true health, immigration, affirmative action, employee and complete list of all material written notices ordata privacy, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amendedplant closings, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetywages and hours.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Purchase Agreement (Ovation Acquisition I, L.L.C.), Purchase Agreement (Energy Future Competitive Holdings Co LLC)
Labor and Employment Matters. (a) Section 2.1(aSeller is not, and has not been in the past three (3) of the Employee Matters Agreement sets forth in a single file for each business unityears, a correct and complete list, as of the date hereof, of the following party to any collective bargaining or other similar labor agreement with respect to each NewCo Employee: staff ID number any Business Employees, nor are there any organizational efforts, such as union organizing campaigns, or other unique identification numberlabor organization certifications or recognition, job titlewith respect to the formation of a new collective bargaining unit presently being made or, to the Knowledge of Seller, threatened involving the Business Employees. There are, and job locationin the past three (3) years have been, no strikes, slowdowns, lockouts, pickets, work stoppages or material labor disputes pending or, to the Knowledge of Seller threatened against Seller with respect to the Business.
(b) Except as set forth There are, and in Section 3.12(bthe past three (3) of years have been no unfair labor practice charges or complaints, or other grievances, against Seller pending or, to Seller’s Knowledge, threatened before the Seller Disclosure Schedules, none of the SellerNational Labor Relations Board, the Companies Equal Employment Opportunity Commission, the Department of Labor or any of their Subsidiaries other Governmental Authority. Seller is not a party to or otherwise bound by any labor consent decree with or collective bargaining contract that pertains citation from any Governmental Authority relating to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities employees or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or employee practices with respect to any NewCo Employeesthe Business.
(c) The consummation of Within the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereofpast three (3) years, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Employment Laws, to the extent related to Business Employees. Seller operates and has operated the Business for the three (3) years preceding the Agreement Date in compliance in all material respects with all applicable wage and hour Laws. Each Business Employee is (i) a United States citizen, (ii) a United States national, (iii) a lawful permanent resident of the United States or (iv) an alien authorized to work in the United States either specifically for Seller or for any United States employer.
(d) All Persons employed or engaged by the Business within the past three (3) years as an exempt employee, consultant, independent contractor, or temporary, seasonal or leased employee, have been properly classified as such for all purposes including under all applicable Laws and the Seller Parent Benefit Plans, are not entitled to any compensation or benefits as a result of such misclassification (whether under applicable Law, Seller Parent Benefit Plans or otherwise), were and have been engaged in accordance with all applicable Law regarding employment and employment practices have been treated accordingly and appropriately for all Tax purposes.
(e) Seller, in the operation of the Business, has paid or made provision for payment of all compensation, including salaries, wages, hoursbonuses and commissions, overtime which are payable to all current and overtime payment, shifts payments, bonuses, foreign former employees, working during rest daysconsultants, social benefits contributionsindependent contractors or temporary, severance pay, pension, termination of employment, notices to seasonal or leased employees, employing employees through and other individuals providing services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a wholeBusiness, andaccrued through the Closing Date, except regardless of whether such Persons are properly classified under applicable Laws.
(f) Except as set forth in on Section 3.12(d) 2.17(f)-1 of the Seller Disclosure Schedules, during the last three (3) years, there has been no claims material Action against Seller relating to the alleged violation of any applicable Employment Laws, including any charge or complaint filed by or before the Equal Employment Opportunity Commission, the U.S. Department of Labor or similar Governmental Authority alleging unlawful discrimination, harassment, retaliation, or material noncompliance with any Employment Laws, or any charge or complaint filed before the National Labor Relations Board, or similar Governmental Authority alleging any unfair labor practice, or any other material Action before any other Governmental Authority alleging non-compliance with any applicable Employment Laws, by Seller. Except as set forth on Section 2.17(f)-2 of the foregoing are pending Disclosure Schedules, to the Knowledge of Seller, no such Action has been threatened.
(g) Except as set forth on Section 2.17(g)-1 of the Disclosure Schedules, Seller is not a party to a settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement, non-disclosure agreement, separation agreement, resolution agreement or any contract or provision similar to any of the foregoing, in the prior three (3) years with a current or former officer, Business Employee or independent contractor of the Business that releases and settles specific allegations relating to discrimination (including age, gender, race, religion or any other legally protected category), sexual harassment or sexual misconduct by any officer, executive or supervisory level employee of the Business; provided, that for the sake of clarity, agreements which include releases of general applicability shall not be considered allegations relating to discrimination, harassment or sexual misconduct for purposes of this Agreement. Except as set forth on Section 2.17(g)-2 of the Disclosure Schedules, in the last three (3) years, no allegations, complaints, charges or claims (formal or informal) of discrimination (including age, gender, race, religion or any other legally protected category), sexual harassment, sexual misconduct or similar behavior have been made or, to the Knowledge of the Seller, threatened. With threatened against any officer, director, manager or supervisory-level employee of the Business or any executive level employee of the Business.
(h) Seller has complied in all material respects with all applicable Laws with respect to the NewCo EmployeesCOVID-19 pandemic, have taken commercially reasonable steps to protect Business Employees and independent contractors in the workplace with respect to the COVID-19 pandemic and have not received any written notice asserting any material employment-related liability with respect to the COVID-19 pandemic.
(i) To Seller’s Knowledge, no regular or leased employee, consultant or independent contractor providing services to the Business is in violation of any material term of any employment or consulting, or any confidentiality, non-competition, non-solicitation or other proprietary rights agreement, or any other contract relating to the right of such Person to be employed by, or provide services to the Business.
(j) Section 2.17(j)-1 of the Disclosure Schedules lists each of the Business Employees as of the date hereof, including whether such employee works primarily or exclusively for the Business and such employee’s: (i) employee identification number, (ii) job title or position, (iii) location (city, state), (iv) rate of base pay, (v) bonus target, (vi) date of hire, (vii) status as an exempt or non-exempt employee, (viii) status as a full-or part-time employee, (ix) leave of absences status (including expected return date, if known) and (x) there are no material outstanding assessmentswork authorization status, penaltiesif not a citizen or permanent resident, fines, liens, charges, surcharges, or other amounts due or owing including work authorization expiration date. Section 2.17(j)-2 of the Disclosure Schedules lists all independent contractors and/or consultants currently engaged by the SellerBusiness to perform services for the Business, the Companies or the Companies’ Subsidiaries pursuant services provided by each individual, their rate of pay, average hours expected to applicable law regarding unemployment compensation benefitswork in a month, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Sellertheir location, the Companies or date when they began their assignment with the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amendedBusiness, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyestimated completion date of their services.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Asset Purchase Agreement (Opko Health, Inc.)
Labor and Employment Matters. (a) Section 2.1(aExcept for the collective bargaining agreements with the CWA disclosed in Seller Schedule 4.11(a) (each a “Collective Bargaining Agreement” and, collectively, the “Collective Bargaining Agreements”), neither Seller nor any of its Subsidiaries is party to or bound by any collective bargaining agreement or other agreement with a labor union regarding any of the Employee Matters Agreement sets forth Business Employees. Neither Seller nor any of its subsidiaries is currently engaged in negotiating a single file for each business unit, a correct and complete list, as new collective bargaining agreement covering any of the date hereof, Business Employees or is under an obligation to do so as a result of a unit certification issued by the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job locationNational Labor Relations Board.
(b) Except as set forth Seller and its Subsidiaries are in Section 3.12(b) compliance in all material respects with all Laws and material contractual obligations respecting employment, employment practices and terms and conditions of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains employment applicable to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, including those relating to wages, hours, equal opportunity, labor relations, workplace safety and the payment of social security and unemployment taxes (bas well as any other taxes to which Section 6.6(k) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesapplies).
(c) The consummation of Neither Seller nor its Subsidiaries have engaged in any reductions in force or plant closings affecting Business Employees which trigger any notice obligation under the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied Worker Adjustment and Retraining Notification Act as of the date hereof, Seller has satisfied as of one-year period preceding the date hereof, and, with respect to requirements hereof that must be satisfied as of remain unsatisfied and do not anticipate engaging in any time following the date hereof, Seller will satisfy such activity prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesClosing.
(d) With respect There is no pending, or to the NewCo Knowledge of Seller, threatened strike, lockout, walkout, other work stoppage, or any adverse labor action such as picketing or boycott by any labor organization, or any union organizing effort by or among any of the Business Employees, except as would not, individually or in the aggregate, reasonably be expected to result in a Liability to Buyer of more than $1 million.
(ie) there There is no pending unfair labor practice charge or complaint against any of the Transferred Companies or related to the Business Employees pending or, to the Knowledge of Seller, the Companies or the Companies’ Subsidiaries by threatened in writing before the National Labor Relations Board or any comparable U.S. other Governmental Entity. There is no unit clarification or foreign Governmental Authority, and representation petition pending before the National Labor Relations Board.
(iif) none There is no grievance or labor arbitration against any of the Transferred Companies pending, or to the Knowledge of Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been threatened in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements)writing, except as would not be material to the TS Business taken as a wholenot, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, individually or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior aggregate, reasonably be expected to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation result in a Liability to Buyer of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetymore than $1 million.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (At&t Inc.), Stock Purchase Agreement (Frontier Communications Corp)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in The Company has provided a single file for each business unit, a correct true and complete list, list as of the date hereof, set forth therein of all employees of the following with respect to each NewCo Employee: staff ID number or other unique identification numberCompany and its Subsidiaries, including (i) primary work location (city, state (if applicable) and country), (ii) the employing entity, (iii) job title, (iv) status as full-time or part-time, (v) status as exempt or non-exempt under applicable wage and job hour Laws, (vi) whether paid on an hourly or salary basis, (vii) of their hourly rate or base annual salary, and (viii) active or inactive status. The Company has also provided a true and complete list as of the date set forth therein of all individual and sole proprietor independent contractors who are performing services for the Company and its Subsidiaries, including (w) their location, (x) description of role, (y) date of initial engagement, and (z) their compensation terms.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their its Subsidiaries is a party to or subject to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions agreements or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or Contract with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other labor organization or employee representative bodies representing all body (“Labor Unions”), and the Company and its Subsidiaries are not negotiating or under an obligation to negotiate a collective bargaining agreement with any category of NewCo EmployeesLabor Unions. No Labor Union represents or, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, filed a demand with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or to be recognized as the bargaining unit representative of, any comparable U.S. or foreign Governmental Authority, and (ii) none employees of the SellerCompany or its Subsidiaries. Neither the Company nor any of its Subsidiaries has for the past three (3) years experienced any strike or material claim of unfair labor practices, the Companies material labor grievance, material labor arbitration, lockout, walkout, concerted work slowdown, concerted work stoppage, picketing, handbilling or the Companies’ Subsidiaries other material collective bargaining dispute and none are a partypending or, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employeesknowledge of the Company, threatened against the Seller, the Companies Company or its Subsidiaries.
(c) The Company and the Companies’ all of its Subsidiaries are and since January 1, 2013 have been for the past three (3) years in compliance in all material respects with all applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of Laws respecting labor or employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, including all Laws respecting immigration, privacy issues, fringe benefits, fair employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, workers’ compensation, occupational safety, plant closings, mass layoffs, worker classification (including the proper classification of workers as independent contractors and classification of employees as exempt and or non-exempt), background checks, hiring, authorization to work, disability rights and benefits, privacy, record retention, notice, leaves of absence, sick time, collective bargaining, employee terminations, compensation and benefits, and wages and hours (including classification payment of employees minimum wage and equitable pay practicesovertime) or any other material labor or employment related matters (collectively “Employment Laws”).
(d) There are no Actions pending or threatened in writing against the Company or any of its Subsidiaries alleging material noncompliance with any Employment Laws. For the past three (3) years, the Company and applicable its Subsidiaries have investigated all material allegations of sexual or other harassment of which they have knowledge and have taken corrective action as required by Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing such allegations determined by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its SubsidiariesSubsidiaries to have merit. Section 3.12(d) To the knowledge of the Seller Disclosure Schedules sets forth a true and complete list Company (i) no such allegation of all sexual or other harassment would reasonably be expected to result in any material written notices or, loss to the Knowledge Company or any of the Seller, its Subsidiaries and (ii) no material allegation of sexual or other material communications received harassment has been made in the two year period prior past three (3) years that, if known to date hereof by the Sellerpublic, would reasonably be expected to bring the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder Company or any other applicable law establishing standards of, or otherwise relating to, workplace safetyof its Subsidiaries into material disrepute.
(e) Neither the Seller nor The Company and its Affiliates has Subsidiaries have not engaged in any “mass layoff” or “plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to closing” (as defined under the Worker Adjustment and Retraining and Notification Act of 1988, as amended, 1988 (the “WARN Act”) or any similar state or local plant closing Law) that required notice or mass layoff statutepayment to employees of the Company or its Subsidiaries under the WARN Act or any similar state or local Law in the past three (3) years, rule and as of the date hereof, no such actions are currently contemplated, planned, or regulationannounced.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a4.21(a) of the Employee Matters Agreement Seller Disclosure Schedule sets forth the following to the extent such information is not included in Section 4.20(a) of the Seller Disclosure Schedule: (i) (A) a single file for each business unitlist of all directors, a correct employees, contractors and complete list, consultants of the Company and its Subsidiaries (including title and position) as of the date hereof, and (B) the base compensation and benefits of each such director, employee, contractor and consultant whose annual base compensation and target bonus exceeds or is expected to exceed $100,000, and (ii) a list of all former directors, employees, contractors and consultants of the following 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. All directors, employees, contractors and consultants of the Company and its Subsidiaries may be terminated by the Company or the relevant Subsidiary at any time with respect to each NewCo Employee: staff ID number or without cause and without any severance or other unique identification number, job title, and job locationLiability to the Company or such Subsidiary.
(b) Except as set forth in Section 3.12(b4.21(b) of the Seller Disclosure Schedules, none Schedule sets forth a list of all payments that are or will become due and payable as of the SellerClosing Date, the Companies or including any of their Subsidiaries is and all payments that are required to be made as a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge result of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganizationto each director, will not give rise to any obligations to obtain consent or any opinion from any labor unionemployee, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as contractor and consultant of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with Company and its Subsidiaries.
(c) No Acquired Company is a party or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, subject to any labor union, works council union or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) collective bargaining Contract. There have not been and there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerSeller Parties, 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 any Acquired Company. With respect There is no unfair labor practice, charge or complaint pending, unresolved or, to the NewCo EmployeesKnowledge of the Seller Parties, (x) there are threatened before the National Labor Relations Board. To the Knowledge of the Seller Parties, no material outstanding assessments, penalties, fines, liens, charges, surcharges, event has occurred or circumstance exist that may provide the basis of any work stoppage or other amounts labor dispute.
(d) Each Acquired Company has complied in all material respects with each, and is not in violation of any, applicable Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no violations of any other applicable Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person. Each Acquired Company 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, and will timely file prior to Closing all such reports, information and notices required by any Law to be given prior to Closing.
(e) Each Acquired Company has paid or properly accrued in the ordinary course of business all wages and compensation due to employees, including all vacations or owing vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses.
(f) No Acquired Company is a party to any Contract which restricts any Acquired Company from relocating, closing or terminating any of its operations or facilities or any portion thereof. No Acquired Company has 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 site of employment or facility of any Acquired Company, except in accordance with the WARN Act. The consummation of the transactions contemplated by this Agreement will not create liability for any act by any Acquired Company on or prior to the Seller, Closing Date under the Companies WARN Act or any other applicable Law respecting reductions in force or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security impact on employees on plant closings or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and sales of businesses.
(yg) there are no outstanding claims that may materially affect the accident cost experience Each of the Company or its SubsidiariesAcquired Companies is in compliance with the requirements of the Immigration Reform and Control Act of 1986. Section 3.12(d4.21(g) of the Seller Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to employees working in the Knowledge United States who are not U.S. citizens or permanent residents and a description of the Seller, other material communications received legal status under which each such employee is permitted to work in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation United States. All employees of the Occupational Safety Company and Health Act of 1970, as amended, its Subsidiaries who are performing services for any Acquired Company in the United States are legally able to work in the United States and will be able to continue to work in the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyUnited States following the Closing.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Valeant Pharmaceuticals International)
Labor and Employment Matters. (a) Section 2.1(a(i) There are no claims pending or, to the knowledge of the Employee Matters Agreement sets forth in a single file for each business unitCompany, a correct and complete listthreatened between the Company or its Subsidiaries, as of on the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job titleone hand, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their respective current or former employees or consultants, on the other hand, and the Company and its Subsidiaries have not experienced any strike, slowdown or work stoppage within the past three years, (ii) neither the Company nor its Subsidiaries is a party to any labor or collective bargaining agreement or other labor union contract that pertains applicable to persons employed by the Company or any of its Subsidiaries, nor, to the NewCo Employees. To the Knowledge knowledge of the SellerCompany, are there any activities or proceedings of any labor union to organize any such employees, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (biii) there are no unfair labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages practice complaints pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies Company or the Companies’ its Subsidiaries by before the National Labor Relations Board or any comparable U.S. other Governmental Authority or foreign Governmental Authorityany current union representation questions involving employees of the Company or its Subsidiaries, and (iiiv) none neither the Company nor its Subsidiaries (A) has any agreements or arrangements with or recognizes a trade union, works council, staff association or other body representing any of their current employees or (B) is involved in any ongoing industrial or trade dispute with any trade union, works council, staff association or other body representing any of their current employees and, to the knowledge of the SellerCompany, the Companies or the Companies’ there are no circumstances that could reasonably be expected to give rise to any such dispute.
(b) The Company and its Subsidiaries are in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including those related to wages, hours, immigration and naturalization, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and 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 its Subsidiaries and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. The Company and its Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied 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, threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or its Subsidiaries. Neither the Company nor its Subsidiaries is a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees employees or employment practices. With There is no charge or proceeding with respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect a violation of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are occupational safety or health standards that has been asserted or is now pending or, to the Knowledge knowledge of the SellerCompany, threatened. With threatened with respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) There is no charge of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Knowledge of Company's knowledge, threatened before the SellerUnited States Equal Employment Opportunity Commission, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged Governmental Authority in any plant closing jurisdiction in which the Company or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate its Subsidiaries has employed or give rise to an obligation to provide employ any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationperson.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(aSeller has delivered to Buyer complete and accurate copies of each employment, labor, consulting and similar agreement to which Seller is a party in connection with, all of which are listed on SCHEDULE 4.1.17(A). Except as disclosed on SCHEDULE 4.1.17(A) of and 4.1.16, Seller is not, in connection with the Employee Matters Agreement sets forth in a single file for each business unitBusiness, a correct and complete listparty to, as of the date hereofnor is bound by, of the following with respect to each NewCo Employee: staff ID number any written agreement, any employment manual, employment handbook, employment practice or policy constituting a contractual obligation, or any consent decree, court order, statutory or other unique identification numberobligation: (i) for the employment of any individual, job titleor the provision of services by any individual, and job locationwho is not terminable by Seller without penalty upon thirty (30) days notice or less; (ii) with any labor union; or (iii) relating to the payment of any severance or termination payment, bonus or death benefit to any employee or former Employee or his or her estate or designated beneficiary.
(b) Except as set forth in Section 3.12(b) of the described on SCHEDULE 4.1.17(A), Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party to any labor or collective bargaining contract that pertains agreement covering Employees, nor has Seller recognized or received a demand for recognition of any collective bargaining representative with respect thereto; there neither are nor have been during the past three years any labor strikes, labor disputes or work stoppages or slowdowns and, to the NewCo Employees. To the Knowledge knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or such actions threatened by or with respect to any NewCo Employeesagainst Seller.
(c) The consummation Except as disclosed on SCHEDULE 4.1.17(C), there are no loans or other obligations payable or owing to any current or former Employees or officers of the transactions contemplated Business, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by this Agreementany such persons or their Affiliates to Seller, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, and Seller has satisfied as not guaranteed any of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with their respective loans or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesobligations.
(d) With respect to SCHEDULE 4.1.17(D) lists the NewCo names and current salary or hourly rates of all Employees, and specifies which Employees are union Employees. Except as set forth in SCHEDULE 4.1.17(D), (i) there is no pending charge or complaint against the Selleroperation of the Business has complied in all Material respects with all applicable laws and regulations relating to the employment of labor, including those related to wages, hours, collective bargaining, WARN Act, the Companies payment of social security or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authoritysimilar taxes, and discrimination laws; (ii) none of there are no unfair labor practice claims or pending charges relating to the Seller, the Companies or the Companies’ Subsidiaries are Business; (iii) Seller is not a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority governmental authority relating to such NewCo current or former Employees or employment practices. With respect to practices of the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been Business; (iv) Seller is in compliance in with all material respects with applicable Law regarding agreements, contracts, and policies relating to employment, employment and employment practices (including practices, wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment of Employees; and wages and hours (including classification v) Seller has not closed any plant or facility operating in connection with the Business, effectuated any layoffs of employees and equitable pay practicesor implemented any early retirement, separation or window program which affected Employees within the past three years, nor has Seller planned or announced any such action or program in the future.
(e) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, There is no claims relating to non-compliance with the foregoing are controversy pending or, to the Knowledge knowledge of Seller, threatened between Seller and any of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, present or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience former supervisory personnel of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder Business or any other applicable law establishing standards of, or otherwise relating to, workplace safetygroup of Employees.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraustar Industries Inc)
Labor and Employment Matters. (ai) Section 2.1(a) The Companies are not party to nor bound by any collective bargaining agreement or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Employee Matters Agreement sets forth in a single file for each business unitCompanies, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(bii) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, employees of the Companies or any of their Subsidiaries is a party to are represented by any labor organization and there are no organizational campaigns, demands, petitions or collective bargaining contract that pertains proceedings pending or, to the NewCo Employees. To the Knowledge of the SellerSellers' Knowledge, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of employees of the NewCo EmployeesCompanies, (biii) there are no none of the employees of the Companies is, or within the five years preceding this Agreement has been, represented by any labor unions or other organizations representingorganization in connection with their employment by the Companies and, purporting to represent or attempting to representthe Sellers' Knowledge, any NewCo Employees, and (c) there are no, and for nor within the three-year period prior to date hereof five years preceding this Agreement have there have not been any, lockoutsorganizational campaigns, demands, petitions or proceedings pending or, to the Sellers' Knowledge, has any Company been threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of group of employees of the Companies, (iv) to the Sellers' Knowledge, there are no current, nor within the five years preceding this Agreement have there been any, union claims to represent the employees of the Companies, and (v), there are no current, nor within the five years preceding this Agreement have there been any, strikes, slowdowns slowdowns, work stoppages, lockouts pending or, to the Sellers' Knowledge, threatened against or work stoppages pending or threatened by or with respect to affecting any NewCo EmployeesCompany.
(cb) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authorityare, and have at all times during at least the last five (ii5) none of the Selleryears, the Companies or the Companies’ Subsidiaries are a partybeen in material compliance with all applicable Law respecting immigration, or otherwise bound bylabor and employment, any consent decree withemployment policies and practices, or citation bywithholdings and payroll taxes, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employeesworkers' compensation insurance, the Seller, the Companies and the Companies’ Subsidiaries are terms and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination conditions of employment, notices to employeesincluding, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefitswithout limitation, employment practicesstandards, recruitment of employeesequal employment opportunity, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, non-discrimination, fair labor standards non-harassment, non-retaliation, family and medical leave, wages, hours of work and occupational health and safety, wrongful discharge and are not engaged in and, within the five (5) years preceding this Agreement, have not committed any unfair labor practices as defined in the National Labor Relations Act or violations any other applicable employment-related Law, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no employment contracts, severance agreements or retention agreements, oral or written, with any employees of the personal rights Companies and no written personnel policies, rules or procedures applicable to employees of employeesthe Companies, former employees other than those set forth in Schedule 3.25 of the Sellers' Disclosure Schedule, true and correct copies of which have heretofore been made available to the Buyer. Except as set forth in Schedule 3.25 of the Sellers' Disclosure Schedule, there are (i) no complaints, claims, controversies, charges, lawsuits or prospective employees)other proceedings related to the Companies pending, or, to the Sellers' 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, harassing, retaliatory, wrongful or tortious conduct in connection with the employment relationship, the terms and conditions of employment, wage and hour laws, disability laws, leaves of absence laws or applications for employment with the Companies, and wages (ii) no federal, state, local or foreign agency responsible for the enforcement of immigration, labor, equal employment opportunity, family and medical leave, wages, hours (including classification of employees work, occupational health and equitable pay practices) and applicable Law in safety or any other employment law has given oral or written notice to any of the Companies that it intends to conduct or is conducting an investigation with respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to or relating to the TS Business taken as a whole, and, except as set forth in Section 3.12(dCompanies.
(c) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the SellerSince 2004, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and have not effectuated (yi) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received "plant closing" as defined in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended1988 ("WARN") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Companies, or (ii) a "mass layoff" as defined in WARN affecting any site of employment or facility of the Companies; nor have the Companies been affected by, or engaged in, any transaction or sale of assets or engaged in a mass layoff or relocation or termination sufficient in number to trigger application of any similar state or local plant closing or mass layoff statutelaw. Except as set forth in Schedule 3.25 of the Sellers' Disclosure Schedule, rule or regulationnone of the employees of the Companies has suffered an "employment loss" as defined in WARN within the last six (6) months preceding the date hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hub International LTD)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesbusiness or operations of the Sellers, except for such matters that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect: (ia) there each of the Seller Parties is no pending in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (b) none of the Seller Parties has received notice of any charge or complaint against it pending before the SellerEqual Employment Opportunity Commission, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. other Governmental Entity regarding an unlawful employment practice; (c) there is no labor strike, slowdown or foreign Governmental Authoritywork stoppage actually pending or, to the Seller Parties’ Knowledge, threatened against or affecting the Seller Parties and none of the Seller Parties has experienced any strike, slowdown or work stoppage in the past 5 years; (iid) none of the SellerSeller Parties has received notice that any representation petition respecting the employees of the Seller Parties has been filed with the National Labor Relations Board, no union claims to represent any of the Companies employees of the Seller Parties, and there has been no labor union, prior to the date hereof, organizing or attempting to organize any employees of the CompaniesSeller Parties into one or more collective bargaining units; (e) there are no complaints, lawsuits, arbitrations or other proceedings pending or, to the Seller Parties’ Subsidiaries are a partyKnowledge, threatened by or otherwise bound on behalf of any present or former employee of the Seller Parties arising out of or relating in any way to any present or former employee’s hiring by, any consent decree withemployment with or separation from the Seller Parties, or citation byspecifically including, without limitation, any Governmental Authority relating to such NewCo Employees claim for breach of any express or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination implied contract of employment, notices to employeeswrongful termination or infliction of emotional distress, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefitsor any claim under any applicable Law respecting employment, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, health and safety, and wages and hours hours; and (including classification of employees and equitable pay practicesf) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken Seller Parties’ Knowledge, no Sellers’ Employee, during the course of and as a wholepart of his or her employment with the Sellers or their Affiliates, and, except as set forth in Section 3.12(d) has been exposed to Hazardous Substances exceeding permissible exposure limits established by applicable Law. Schedule 5.11 lists the three employees of the Seller Disclosure Schedules, no claims relating to non-compliance with Parties or their Affiliates who provide services on a full time basis for the foregoing are pending or, to the Knowledge Wheatland Facility as of the Seller, threatened. With respect to the NewCo Employees, date hereof (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Sellercollectively, the Companies or “Sellers’ Employees”) and identifies the Companiesemployer of each such Sellers’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyEmployee.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cincinnati Gas & Electric Co)
Labor and Employment Matters. (a) Section 2.1(aSchedule 5.22(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, lists as of the date hereof, hereof all of the following Employees. Schedule 5.22(a) also lists, with respect to each NewCo such Employee other than the Employees listed on Schedule 7.7(a), such Employee: staff ID number ’s name, position, current rate of compensation, and any entitlement to bonus, commission, severance or other unique identification number, job titleadditional compensation, and job locationindicates whether any such Employee is on leave of absence, short-term disability or other similar status. The Seller is not delinquent in payments to any Employee for any wages, salaries, commissions, bonuses or other compensation for any services performed by such Employee or amounts required to be reimbursed to such Employee.
(b) Except as set forth in Section 3.12(b) The Seller has delivered to the Buyer complete and accurate copies of each written employment, consulting, compensation or similar agreement to which the Seller Disclosure Schedulesis a party relating to the PhosLo Business, none other than agreements with the Employees listed on Schedule 7.7(a), all of the Seller, the Companies or any of their Subsidiaries which are listed on Schedule 5.22(b).
(c) The Seller is not a party to any labor or collective bargaining contract agreement that pertains covers any Employee, and the Seller has not received since August 4, 2003 a demand for recognition of any collective bargaining representative with respect thereto. During the past three years, there have been no material labor strikes, disputes or work stoppages by the Employees and, to the NewCo Employees. To the Knowledge of the Seller, (a) there no such actions by the Employees are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesthreatened.
(cd) The consummation [Intentionally Blank].
(e) [Intentionally Blank].
(f) [Intentionally Blank].
(g) No Employee has informed the Seller of his or her intention to terminate his or her employment or to refuse employment by the Buyer.
(h) With respect to each Employee (including any eligible spouse and dependent thereof) who is currently covered under any group health plan (as defined in ERISA Section 607) of the Seller or one of its ERISA affiliates and incurs a qualifying event, as defined by Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA (“COBRA”), as a result of the transactions contemplated by this Agreement, including implementing whether or not hired by the ReorganizationBuyer, will not give rise or who, regardless of whether currently covered under any group health plan of the Seller or one of its ERISA affiliates, incurred or incurs a qualifying event prior to any obligations the Closing Date (all such Employees together with their spouses and eligible dependents being referred to obtain consent or any opinion from any labor unionherein as “Qualified Beneficiaries”), works council the Seller shall retain the obligation for providing notices and continuation coverage under COBRA and shall offer such Qualified Beneficiaries continuation coverage under the Seller’s group health, dental or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employeemedical plans to the fullest extent required by COBRA. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, andFurther, with respect to requirements that must be satisfied as of any time following the date hereofQualified Beneficiaries, the Seller will satisfy prior agrees to indemnify and hold the Closing Date, all requirements to inform, consult with or provide notice of Buyer and its group health plan(s) harmless in the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, event (i) there is no pending charge or complaint against the Buyer and its group health plans shall be liable for any COBRA continuation coverage for any of the Seller, the Companies ’s Employees (and their eligible dependents) or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies Buyer and its group health plans shall be liable for any claim or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority liability with respect to COBRA continuation coverage relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyQualified Beneficiaries.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) Schedule 5.12 contains a list of all employees of Seller employed in the Employee Matters Agreement Business and sets forth in a single file for each business unitthe following: (i) name, a correct (ii) title or position, (iii) hire date, (iv) current annual compensation, (v) commission, bonus or incentive based compensation, and complete list, (vi) general description of Seller’s fringe benefits and accrued vacation and sick leave policies. The Parties agree that Schedule 5.12 shall be updated and delivered with information current as of the date hereofEffective Time, with the addition of specific vacation and sick leave accrual information for each employee as of the following with respect Effective Time. Schedule 5.12 sets forth a complete and correct list of each employment agreement, severance agreement, deferred compensation agreement or similar arrangements to each NewCo Employee: staff ID number which Seller is a party or other unique identification number, job title, and job location.
(b) by which it is obligated. Seller has not agreed to pay any of its employees any bonus consideration based on the successful closing of the transactions contemplated under this Agreement. Except as set forth in Section 3.12(b) of the on Schedule 5.12, Seller Disclosure Schedulesis not a party to, none of the Sellerbound by, the Companies or negotiating any collective bargaining agreement or similar arrangement with a labor organization, union or work council representing any of their Subsidiaries its employees. Seller is a party to any labor or collective bargaining contract that pertains to in full compliance with the NewCo Employeesterms of all agreements listed on Schedule 5.12. To the Knowledge of the Seller, (a) there are noThere is not, and has not been for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, past eighteen (b18) there are no labor unions or other organizations representing, purporting to represent or attempting to representmonths, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other labor organization (collectively, “Union”) representing or purporting to represent any employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereofSeller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Seller has no duty to bargain with respect to requirements that must be satisfied any Union. Except as of any time following the date hereofset forth on Schedule 5.12, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have 2015 there has not been, nor, to Seller’s Knowledge, has there been in compliance in all material respects with applicable Law regarding employment and employment practices (including wagesany threat of, hoursany strike, slowdown, work stoppage, lockout, concerted refusal to work overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any or other similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge activity or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of dispute affecting the Seller Disclosure Schedulesor the Business. There are no material controversies, no claims relating to non-compliance with the foregoing are pending or grievances pending, or, to the Knowledge of the Seller, threatenedthreatened between Seller and any of its employees. With respect All individuals characterized and treated by Seller as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Seller is in compliance with and has complied with (since January 1, 2014) all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Seller is and has been (since January 1, 2016) in compliance with all applicable Laws pertaining to the NewCo Employeesemployment and employment practices, (x) there are no material outstanding assessmentsincluding all Laws relating to labor relations, penaltiesequal employment opportunities, finesfair employment practices, liensemployment discrimination, chargesharassment, surchargesretaliation, reasonable accommodation, disability rights or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, workplace safety or insurance/working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and (y) unemployment insurance. Except as set forth on Schedule 5.12, there are no outstanding claims that may materially affect against Seller pending, or to Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Body or arbitrator in connection with the accident cost experience employment of the Company any current or its Subsidiaries. Section 3.12(d) former applicant, employee, consultant, volunteer, intern or independent contractor of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior including, without limitation, any claim relating to date hereof by the Sellerunfair labor practices, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety employment discrimination, harassment, retaliation, equal pay, wage and Health Act of 1970, as amended, and the rules promulgated thereunder hours or any other employment related matter arising under applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither Laws. Seller has not taken any action prior to the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 date hereof that would violate or give rise trigger the WARN Act with respect to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationSeller.
Appears in 1 contract
Labor and Employment Matters. (a) The Transferred Business is not a party to, or bound by, and no Business Employee is subject to, any (i) collective bargaining agreement, other than those set forth on Section 2.1(a3.13(a) of the Employee Matters Agreement sets forth in Transferor Disclosure Schedules, or (ii) other Contract with a single file for each business unitlabor union, a correct labor organization, works council or trade association, or similar body, nor is any such Contract presently being negotiated. Transferor represents that it has provided Buyer true and complete list, as copies of the date hereof, current and previous collective bargaining agreements from the last three (3) years listed on Section 3.13(a) of the following Transferor Disclosure Schedules. Except as set forth on Section 3.13(a) of the Transferor Disclosure Schedules, (i) no Business Employee is represented by any labor union, labor organization, works council, trade association, or similar body with respect to each NewCo Employee: staff ID number his or other unique identification numberher employment with Transferor or its Subsidiaries and (ii) no labor union, job titlelabor organization, works council, trade association, group of Business Employees, or similar body, has made a pending demand for recognition or certification, and job locationthere 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 3.12(b3.13(b) of the Seller Transferor Disclosure Schedules, none neither Transferor nor any of its Subsidiaries is, or during the Sellerprior three (3) year period has been, the Companies subject of any Action (i) asserting that such Person has committed an unfair labor practice, or any of their Subsidiaries is a party (ii) seeking to any labor or collective bargaining contract that pertains compel it to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion bargain with any labor organization as to wages or group conditions of employment, nor, to the NewCo EmployeesKnowledge of Transferor, is any such Action described in clauses (bi) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (cii) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesthreatened.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereofBusiness Employees, Seller has satisfied as of the date hereofTransferor and its Subsidiaries are in compliance, andin all material respects, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior their obligations pursuant to the Closing DateWorker 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. Neither Transferor nor its Subsidiaries has incurred any liability or obligation under WARN and all requirements similar Laws that remains unsatisfied, and neither Transferor nor its Subsidiaries has taken any action that would reasonably be expected to inform, consult with cause Buyer or provide notice any of the transactions contemplated by this Agreement, including implementing the Reorganization, its Subsidiaries to have any labor union, works council material liability or other employee representative bodies representing obligation following Closing under WARN and all or any category of NewCo Employeessimilar Laws.
(d) No strike, slowdown work stoppage, lockout or other material labor dispute involving any Business Employee has occurred during the prior three (3) year period, is pending or, to the Knowledge of Transferor, threatened.
(e) To the Knowledge of Transferor, there have been no petitions or campaigns being conducted to solicit cards initiated by any Business Employee, labor union, labor organization, works council, trade association, or similar body, to seek representation on behalf of any Business Employees not currently represented by a labor union, labor organization, works council, trade association, or employee representative within the past three (3) years, nor, to the Knowledge of Transferor, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor union, labor organization, works council trade association, or similar body.
(f) With respect to the NewCo Business Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Transferor and each of its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authorityis, and during the past three (ii3) none years has been, in material compliance with all applicable Laws and Contracts relating to employment practices, terms and conditions of employment, and the employment of former, current and prospective employees and engagement of independent contractors and “leased employees” (within the meaning of Section 414(n) of the SellerCode), the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority including all such Laws and Contracts relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, ; hours, ; overtime and classification; overtime payment, shifts payments, bonuses, foreign employees, working during ; meal and rest days, social benefits contributions, severance pay, pension, breaks; labor relations; collective bargaining; discrimination or harassment in employment; terms and conditions of employment; termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights ; immigration and benefits which derive from collective agreements and extension orders, employment eligibility verification; disability; civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment ; human rights; fair labor standards; occupational safety and health; workers’ compensation; employee whistle-blowing; employee privacy; background checks and other consumer reports regarding employees and applicants; affirmative action and other employment-related obligations on federal contractors and subcontractors and suppliers; classification of employees, workers’ compensation consultants and independent contractors; unemployment insurance; the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards ; pay equity; and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except discharge. Except as set forth in Section 3.12(d3.13(f) of the Seller Transferor Disclosure Schedules, there is, and during the past three (3) years there has been, no claims relating material equal employment opportunity or discrimination complaint or charge, human rights or civil rights complaint or charge, wage and hour complaint or charge, or other employment-related complaint, charge, or other action or suit against or involving Transferor or any of its Subsidiaries with respect to the Transferred Business before any court or other Governmental Authority, nor, to the Knowledge of Transferor, has any such Action been threatened.
(g) Neither Transferor nor any of its Subsidiaries is in material breach of any collective bargaining agreement that applies to any 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 Knowledge of Transferor, no Business Employee that is an executive officer has expressed to Transferor or any of its Subsidiaries any present intention to terminate his/her employment with Transferor or any of its Subsidiaries (other than, for the avoidance of doubt, those employees who shall terminate employment with Transferor in connection with the Transactions), nor does Transferor or any of its Subsidiaries have a present intention to terminate the employment of any Business Employee other than routine terminations consistent with past practices (excluding any termination of an employee in a management or supervisory position).
(i) Attached as Section 3.13(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 3.13(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-compliance with bargaining unit Business Employee is party to an employment agreement or other contract or arrangement restricting the foregoing right of Transferor or any of its Subsidiaries 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 3.13(j) of the Transferor Disclosure Schedules, there are no, and in the past three (3) years there have been no, pending or, to the Knowledge of the SellerTransferor, threatened. With respect threatened investigations or audits by any Governmental Authority relating to the NewCo Employeesemployment practices of Transferor or any of its Subsidiaries, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, 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 amounts due consumer reports regarding employees and applicants; or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for classification of employees, workplace safety or insurance/workers’ compensation, consultants and independent contractors.
(yk) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Except as set forth in Section 3.12(d3.13(k) of the Seller Transferor Disclosure Schedules sets forth a true and complete list Schedules, neither Transferor nor any of all material written notices orits Subsidiaries is subject to any ongoing Conciliation Agreement or related obligations or any ongoing Compliance Review with the Office of Federal Contract Compliance Programs or has any ongoing violations of Executive Order 11246, to the Knowledge Section 503 of the SellerRehabilitation Act of 1973, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the CompaniesVietnam Era Veterans’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards ofReadjustment Assistance Act, or otherwise relating to, workplace safetytheir related regulations.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(aThe Sellers Disclosure Schedule sets forth (i) (A) a list of all directors, employees, contractors and consultants of the Employee Matters Agreement sets forth in a single file for each business unit, a correct Acquired Companies (including title and complete list, position) as of the date hereofhereof and (B) the base compensation and benefits of each such director, employee, contractor and consultant and (ii) a list of all former directors, employees, contractors and consultants of the following Acquired Companies 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 former director, employee, contractor and consultant. Except for the Key Officers, all directors, employees, contractors and consultants of the Acquired Companies may be removed or terminated by an Acquired Company or Buyer at any time with respect to each NewCo Employee: staff ID number or without cause, but only for reasons not prohibited by and otherwise consistent with federal, state and local Law, and without any severance or other unique identification number, job title, and job locationLiability to such Acquired Company or Buyer.
(b) None of the Acquired Companies is a party or subject to any labor union or collective bargaining agreement. Except as set forth provided in Section 3.12(b) the Sellers Disclosure Schedule, there are no pending or threatened 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 any of the Seller Disclosure SchedulesAcquired Companies. There is no unfair labor practice, none charge or complaint pending, unresolved or, to Sellers’ Knowledge, threatened before the National Labor Relations Board. No event has occurred or circumstance exist that may provide the basis of any work stoppage or other labor dispute.
(c) Each of the SellerAcquired Companies has complied with each, and is not in violation of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no violations of any other Law with respect to the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person. Each of the Acquired Companies has filed and/or posted all reports, information and notices required under any Law with respect to the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person, and will timely file all such reports, information and notices required by any Law to be given prior to Closing. Each of the Acquired Companies has maintained all records required by any applicable federal, state or local employment Law, including but not limited to time records, Equal Employment Opportunity Records, Occupational Safety and Heath Administration Records and other similar records.
(d) The Acquired Companies have 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) None of Sellers, the Acquired Companies or any of their Subsidiaries respective Affiliates is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge Contract which restricts any of the SellerAcquired Companies from relocating, closing or terminating any of its operations or facilities or any portion thereof. None of Sellers or the Acquired Companies has, since May 16, 2003, effectuated a “plant closing” (aas defined in the WARN Act) there are noor a “mass lay-off” (as defined in the WARN act), and for the three year period prior to date hereof there have not been any, organizing activities in either case affecting any site of employment or collective bargaining arrangements that would affect the TS Business pending or under discussion with facility of any labor organization or group of the NewCo EmployeesAcquired Companies, (b) there are no labor unions except in accordance with the WARN Act or other organizations representing, purporting to represent any applicable state or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) local Laws. The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, Acquisition will not give rise to create liability for any obligations to obtain consent act by Sellers and the Acquired Companies on or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of under the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all WARN Act or any category other Law respecting reductions in force or the impact on employees of NewCo Employeesplant closings or sales of businesses.
(df) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the The Acquired Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, have complied and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge requirements of the Seller, threatenedImmigration Reform and Control Act of 1986. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller The Sellers Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to the Knowledge employees of the Seller, other material communications received Acquired Companies working in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation United States who are not U.S. citizens and a description of the Occupational Safety and Health Act of 1970, as amended, and legal status under which each such employee is permitted to work in the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect United States. All employees of the TS Business since December 31, 2015 that would violate or give rise Acquired Companies who are performing services for the Acquired Companies in the United States are legally able to an obligation work in the United States and will be able to provide any notice required pursuant continue to work in the Worker Adjustment Retraining and Notification Act United States following the consummation of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationthe Acquisition.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a(i) Since the Look-Back Date, the Company and the Company Subsidiaries have been and are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, workplace safety and health, terms and conditions of employment, wage and hours, workers compensation, and immigration; the Employee Matters Agreement sets forth Company and the Company Subsidiaries are not delinquent in a single file payments to any of their respective employees or Contingent Workers for each business unitany wages, a correct and complete listsalaries, as of fees, commissions, bonuses, incentive payments, or any other direct compensation for any services performed by them prior to the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the SellerCompany or the Company Subsidiaries have received service of process providing notice that the Company or the Company Subsidiaries have been named as a party to a claim, charge or lawsuit pending in or before any court or Governmental Authority or is subject to an investigation or audit by a Governmental Authority with respect to any misclassification of any person as either exempt or non-exempt for wage and hour purposes or any misclassification of any person as an independent contractor or consultant rather than as an employee, and, to the knowledge of the Company, as of the date of this Agreement no such claim, charge, lawsuit, investigation or audit is threatened. Since the Look-Back Date, the Companies Company and the Company Subsidiaries have properly classified their respective employees as either exempt or non-exempt for wage and hour purposes; and have properly classified and treated their respective independent contractors, consultants and other Contingent Workers in accordance with all applicable Laws and for purposes of all employee benefit plans and perquisites. All employees of the Company and the Company Subsidiaries are employed on an at-will basis.
(b) Since the Look-Back Date, (i) there have been no strikes, slowdowns, work stoppages, lockouts, or picketing, or threats thereof, by or on behalf of employees of the Company or the Companies’ Company Subsidiaries are against or involving the Company or the Company Subsidiaries, (ii) none of the Company or the Company Subsidiaries has been a partyparty to or bound by any collective bargaining agreement or other similar labor contract, and, to the knowledge of the Company, there has been no organizing activity or representation campaign, or threats thereof, by or involving employees of the Company or the Company Subsidiaries, (iii) there have been no unfair labor practice charges against the Company or any Company Subsidiary before the National Labor Relations Board or other similar Governmental Authority, or, to the knowledge of the Company, any threats thereof and (iv) none of the Company or the Company Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining agreement or similar labor contract, and, to the knowledge of the Company, there have been no grievances or arbitrations, or threats thereof, against the Company under any such agreement or contract.
(c) Since the Look-Back Date, (i) there have been no suits, claims, charges, grievances, counterclaims, investigations or audits, at law or in equity by, in or before any court, any other Governmental Authority, or in any arbitral or alternate dispute resolution forum (A) between the Company or any Company Subsidiary and any of their respective current or former employees or Contingent Workers or (B) against the Company or any Company Subsidiary with respect to any labor or employment matters, (ii) as of the date of this Agreement there have been no charges of discrimination, harassment or retaliation in employment or employment practices for any reason that have been filed or asserted, or, to the knowledge of the Company, threats thereof, against the Company or any Company Subsidiary with or before the United States Equal Employment Opportunity Commission or any other Governmental Authority, (iii) none of the Company or the Company Subsidiaries has been found by any applicable Governmental Authority in violation of any Laws relating to employees or other labor or employment related matters, (iv) none of the Company or the Company Subsidiaries has been party to, or otherwise bound by, any consent decree with, or citation by, any applicable Governmental Authority relating to such NewCo Employees its current or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign former employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employeesor labor or employment matters, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations (v) none of the personal rights of employees, former employees Company or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law the Company Subsidiaries has been subject to any audit or investigation in respect of any reduction of its or their employment policies or practices or otherwise in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) respect of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, any labor or other amounts due or owing employment matters by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act Administration, the Department of 1970Labor, as amended, and the rules promulgated thereunder or any other applicable law establishing standards ofGovernmental Authority, or otherwise relating tosubject to fines, workplace safety.
(e) Neither penalties, or assessments associated with such audits or investigations and, to the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect knowledge of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988Company, as amended, of the date of this Agreement no such audit or any similar state or local plant closing or mass layoff statute, rule or regulationinvestigation is threatened.
Appears in 1 contract
Samples: Business Combination Agreement (Nebula Acquisition Corp)
Labor and Employment Matters. (a) No collective bargaining agreement exists that is binding on the Company or any Subsidiary. Neither the Company nor any Subsidiary has received notice that any petition has been filed or proceeding instituted by an employee or group of employees of the Company or any Subsidiary with the National Labor Relations Board seeking recognition of a bargaining representative, and no such petition or proceeding is pending or, to the Company’s knowledge, threatened.
(i) There is no (A) labor strike, dispute or stoppage pending or, to the Company’s knowledge, threatened or (B) to the Company’s knowledge, slowdown pending or threatened against the Company or any Subsidiary; and
(ii) Neither the Company nor any Subsidiary has received in the last forty-eight (48) months any written demand letters, civil rights charges, suits or drafts of suits, administrative or other claims made by any of its employees which are or could be material.
(c) All individuals who are performing consulting or other services for the Company or any Subsidiary are or were correctly classified by the Company as either “independent contractors” or “employees” as the case may be, and, at the Closing Date, will qualify for such classification, except as would not result in material harm to the Company.
(d) Section 2.1(a2.12(d) of the Employee Matters Agreement sets forth in Company Disclosure Schedule contains a single file list of the name of each officer, employee and independent contractor of the Company and each Subsidiary, together with such person’s position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person. The Company has provided to Parent or its counsel all Form 1099s filed with the IRS for each business unit, a correct and complete list, as the past three (3) years. As of the date hereof, the Company has not received any information that would lead it to believe that any such person will or may cease to be engaged by the Company or applicable Subsidiary for any reason, including because of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(de) With respect The Company and each Subsidiary (and, to the NewCo EmployeesCompany’s knowledge, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none each of the Seller, the Companies Company’s and each Subsidiary’s material subcontractors) is in compliance with all Applicable Laws governing or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours hours, in each case, with respect to employees.
(including classification of employees f) The Company and equitable pay practiceseach Subsidiary have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees.
(g) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, There are no claims relating to non-compliance with the foregoing are pending or, to the Knowledge knowledge of the SellerCompany, threatened. With threatened claims or actions against the Company or any Subsidiary under any worker’s compensation policy or long-term disability policy.
(h) The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employeesEmployees (other than routine payments to be made in the normal course of business and consistent with past practices).
(i) To the Company’s knowledge, workplace safety the Company has not been threatened with any claim for discrimination or insurance/workers’ compensationharassment, including sexual harassment.
(j) Section 2.12(j) of the Company Disclosure Schedule sets forth a complete and correct list of all employees holding visas issued by the United States, listing each such employee by name and type of visa. All other employees of the Company and each Subsidiary working in the United States and subject to United States immigration laws are citizens of the United States. To the Company’s knowledge, each employee of the Company and each Subsidiary (ywhether employed within or outside of the United States) there possesses all applicable passports, visas or other applicable work authorizations with respect to the location at which they are no outstanding claims that may materially affect the accident cost experience employed or with respect to which they travel on behalf of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amendedSubsidiary, and the rules promulgated thereunder or any other has complied with all applicable law establishing standards of, or otherwise relating to, workplace safetyimmigration and similar laws.
(ek) Neither the Seller Company nor any Subsidiary is bound by any agreement, nor has either taken or omitted to take any action, that restricts its Affiliates ability to terminate the employment of any of its employees at any time without payment or other liability.
(l) The Company has engaged in any plant closing furnished or employee layoff activities in respect made available to Parent a list and description of all policies and guidelines of the TS Business since December 31Company and each Subsidiary concerning employment practices, 2015 that would violate or give rise to an obligation to provide any notice required pursuant working conditions, hours and other employment matters. The Company and each Subsidiary (and to the Worker Adjustment Retraining knowledge of the Company, each of the Company’s and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationits Subsidiaries’ material subcontractors) is in material compliance with all such policies and guidelines.
Appears in 1 contract
Samples: Merger Agreement (Edwards J D & Co)
Labor and Employment Matters. (a) Section 2.1(a) Except as would not have a Material Adverse Effect, all employees of the Employee Matters Agreement sets forth Seller, INXL and INXH have been paid in a single file for each business unitfull all salary, a correct vacation pay and complete listsick pay that is owed to them. All directors, as officers, employees, contractors and consultants of the date hereofSeller, of the following INXL and INXH may be removed or terminated by Seller, INXL or INXH at any time with respect to each NewCo Employee: staff ID number or without cause, but only for reasons not prohibited by and otherwise consistent with federal, state and local Law and without any severance or other unique identification numberliability to Sellers, job title, and job locationINXL or YGYI.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none None of the Seller, the Companies INXL or any of their Subsidiaries INXH is a party or subject to any labor union or collective bargaining contract that pertains to the NewCo Employeesagreement. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there There are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or with respect to any NewCo EmployeesActions which involve the labor or employment relations of Seller, INXL or INXH. There is no unfair labor practice, charge or complaint pending, unresolved or, threatened before any governmental agency. No event has occurred or circumstance exists that may provide the basis of any work stoppage or other labor dispute.
(c) The consummation Except as would not have a Material Adverse Effect, each of the transactions contemplated by this AgreementSeller, including implementing the ReorganizationINXL and INXH has complied with each, will and is not give rise knowingly in violation of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no violations of any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, Law with respect to requirements that must be satisfied as the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any time following employee or other Person. Except as would not have a Material Adverse Effect, the date hereofSeller, Seller INXL and INXH each have filed and/or posted all reports, information and notices required under any Law with respect to the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person, and will satisfy timely file all such reports, information and notices required by any Law to be given prior to the Closing DateClosing. Seller, INXL and INXH each have maintained all requirements to inform, consult with or provide notice of the transactions contemplated records required by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesapplicable Law.
(d) With respect to the NewCo EmployeesExcept as would not have a Material Adverse effect, (i) there is no pending charge or complaint against the Seller, INXL and INXH each have paid or properly accrued in the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, ordinary course of business all wages and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices compensation due to employees, employing employees through services providersincluding all vacations or vacation pay, engagement of service providersholidays or holiday pay, collective bargaining, employees’ rights sick days or sick pay and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetybonuses.
(e) Neither the Seller Seller, INXL nor INXH is a party to any Contract which restricts it from relocating, closing or terminating any of its Affiliates has operations or facilities or any portion thereof. The consummation of the Transactions will not create liability for any act by Sellers on or prior to the Closing under any other Law respecting reductions in force or the impact on employees of plant closings or sales of businesses.
(f) Except as would not have a Material Adverse Effect no Person that was engaged by the Seller,INXL or INXH as an independent contractor or in any plant closing other non-employee capacity can or will be characterized or deemed to be an employee layoff activities in respect of the TS Business since December 31Seller, 2015 that would violate INXL or give rise INXH under applicable Law for any purpose whatsoever including, without limitation, for purposes of federal, state and local income taxation, workers’ compensation, unemployment insurance and eligibility for Seller’s,INXL’s or INXH’s group benefit.
(g) There are no covenants, agreements or restrictions, including but not limited to, employment agreements not to an obligation to provide compete, prohibiting, limiting or in any notice required pursuant to way restricting any employee of the Worker Adjustment Retraining Seller, INXL or INXH from engaging in any type of business activity in any location. To the knowledge of Seller and Notification Act the Representing Party, no employee, consultant or contractor of 1988Seller, INXL or INXH has been, is or will be, by performing services for Seller, INXL or INXH in violation of any term of any employment, invention disclosure or assignment, confidentiality, noncompetition or other restrictive covenant or agreement as amendeda result of such employee’s, consultant’s or independent contractor’s employment by or contract with Seller, INXL or INXH any similar state services rendered by such employee, consultant or local plant closing or mass layoff statute, rule or regulationindependent contractor.
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement (Youngevity International, Inc.)
Labor and Employment Matters. (a) Section 2.1(aExcept as set forth on Schedule 5.18, (A) no employee of the Employee Matters Agreement sets forth Obligors or any Subsidiary is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and the Obligors and their Subsidiaries do not have any obligation under any collective bargaining agreement or other agreement with any labor union or any obligation to recognize or deal with any labor union, and there are no such contracts or other agreements pertaining to or which determine the terms or conditions of employment of any employee of the Obligors or their Subsidiaries; (B) the Obligors do not have Knowledge of any pending or threatened representation campaigns, elections or proceedings, except such as would not reasonably be expected to have, individually or in a single file for each business unitthe aggregate, a correct Material Adverse Effect; (C) the Obligors do not have Knowledge of any strikes, slowdowns or work stoppages of any kind, or threats thereof, and complete list, as of no such activities occurred during the 24-month period preceding the date hereof, of except such as would not reasonably be expected to have, individually or in the following with respect aggregate, a Material Adverse Effect; and (D) no Obligor or Subsidiary has engaged in, admitted committing or been held to each NewCo Employee: staff ID number have committed any unfair labor practice, except such as would not reasonably be expected to have, individually or other unique identification numberin the aggregate, job title, and job locationa Material Adverse Effect.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Selleron Schedule 5.18, the Companies or any of Obligors and their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Sellerare in compliance with, (a) there are noall applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and for payment and withholding of taxes in connection with employment, except as would not reasonably be expected to have, individually or in the three year period prior to date hereof there have not been anyaggregate, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesa Material Adverse Effect.
(c) The consummation of Except as set forth on Schedule 5.18, except as could not reasonably be expected to have, individually or in the transactions contemplated by this Agreementaggregate, including implementing a Material Adverse Effect, the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing DateObligors and their Subsidiaries are in compliance with, all requirements to informapplicable laws, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, rules and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and regulations respecting occupational health and safety, wrongful discharge whether now existing or violations of the personal rights of employeessubsequently amended or enacted, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amendedamended or superseded from time to time, and the rules promulgated thereunder or any other applicable common law establishing standards of, or otherwise doctrine relating to, workplace to worker health and safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(aOther than the Works Council and the Consultation, (i) of neither the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their its Subsidiaries is a party to or bound by any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Selleragreement, works council agreement or other similar Contract (aeach, a “Labor Agreement”) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization union, works council, labor organization, or other similar workers’ group or representative (each, a “Labor Organization”), and, except as a result of staff representative elections organized in application of applicable Law, in the past three years, no Labor Organization has represented or, to the knowledge of the NewCo EmployeesCompany, attempted to represent or organize any employees of the Company or any of its Subsidiaries in their capacity as such or made any demand for recognition or certification, and (ii) the notice to, consent of, consultation with or the rendering of formal advice by any Labor Organization is not required under applicable Law or Labor Agreement for the Company to enter into this MoU or to consummate any of the transactions contemplated by this MoU.
(b) In the past three years, there are no labor unions has not been any actual or, to the knowledge of the Company, threatened in writing, and neither the Company nor any of its Subsidiaries has been affected by, any strike, slowdown, work stoppage, picketing, lockout, concerted refusal to work overtime or other organizations representing, purporting to represent similar labor activity or attempting to represent, any NewCo Employees, and (c) there are no, and for the threeunion-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or organizing campaign with respect to any NewCo Employeesemployees of the Company or any of its Subsidiaries, except as would not be material, individually or in the aggregate, to the Company and its Subsidiaries (taken as a whole). There are no outstanding material labor disputes subject to any formal grievance or other dispute resolution procedure, and in the past three years there have been no material labor- or employment-related Actions pending or, to the knowledge of the Company, threatened in writing with respect to any employee or individual independent contractor of the Company or any of its Subsidiaries.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, Company and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ its Subsidiaries are and since January 1, 2013 for the past three (3) years have been in compliance in all material respects with all applicable Law regarding Laws relating to employment, labor employment practices, and employment practices use of independent contractors, consultants and other agents and individual service providers, including all applicable Laws relating to terms and conditions of employment, wages and other compensation (including wagesovertime), hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providersbenefits, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension ordersemployment discrimination, harassment, retaliation, whistleblowing, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employeessafety and health, workers’ compensation compensation, pay equity, disability rights or benefits, equal opportunity, classification of exempt and non-exempt employees and independent contractors, immigration and work authorization, reductions in force, plant closures, mass layoffs and facility closings (including the WARN Act), COVID-19, affirmative action, unemployment insurance, and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyTaxes.
(ed) Neither In the Seller past three years, neither the Company nor any of its Affiliates Subsidiaries has engaged experienced a “plant closing,” “business closing,” or “mass layoff” (as defined in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar state comparable Law (the “WARN Act”)) or local plant closing engaged in or mass layoff statute, rule conducted any other material reduction in force of employees or regulationother action that triggered the WARN Act.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) Holdings has provided a Buyer with a true and correct list of the Employee Matters Agreement sets forth employees of each Retail Group Member and the employees of Holdings and each of its Subsidiaries who perform services primarily for the Retail Group Members (in a single file for each business unitthe case of USAgencies, a correct and complete list, as of the date hereof, of the following those employees who perform services primarily with respect to the Purchased Assets) (the “Retail Employees”), including each NewCo Retail Employee: staff ID number ’s name, title or other unique identification numberposition, job titlecompensation (including bonuses, commissions, deferred compensation and benefits) for the calendar year ending December 31, 2012, and job locationpresent annual base compensation.
(b) Except as set forth in described on Section 3.12(b4.13(b) of the Seller Disclosure SchedulesSchedule, none all of the SellerRetail Employees are “at will” employees, the Companies or and, neither Holdings nor any of their its Subsidiaries is a party has entered into any agreement or has any obligation to make any severance or other payment to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened Retail Employee by or with respect to any NewCo Employees.
(c) The consummation reason of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise . No Retail Employee has any right to any obligations receive bonus compensation attributable in whole or in part to obtain consent services performed on or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect prior to requirements that must be satisfied as of the date hereof.
(c) All persons providing services for the Retail Business who are classified by Holdings or its Subsidiaries as an “independent contractor” have satisfied the requirements of law to be classified by such entity as non-employees, Seller and such entity has satisfied as of the date hereoffully and accurately reported such Persons’ compensation on IRS Forms 1099 when required to do so. No Retail Group Member has any direct or indirect liability, andwhether absolute or contingent, with respect to requirements that must be satisfied as any misclassification of any time following the date hereofPerson as an independent contractor rather than as an employee, Seller will satisfy prior to the Closing Date, all requirements to inform, consult or with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, respect to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesleased from another employer.
(d) With respect regard to the NewCo EmployeesRetail Employees (a) neither Holdings nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (iib) none of the SellerRetail Employees is represented by any labor organization and, to the Companies Knowledge of the Sellers, there is currently no organized effort by any labor union to organize any of the Retail Employees into one (1) or the Companies’ more collective bargaining units, and (c) neither Holdings nor any of its Subsidiaries are a partyhas experienced any strike, claim of unfair labor practices, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to other collective bargaining dispute during the NewCo Employees, the Seller, the Companies past five years and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing none are pending or, to the Knowledge of the SellerSellers, threatened. With .
(e) There have been no employee layoffs with respect to Holdings and its Subsidiaries within six (6) months prior to the NewCo Employees, Closing Date that have implicated the WARN Act.
(xf) there There are no material outstanding assessmentscomplaints, penaltiescharges or claims against a Retail Group Member or, fineswith respect to engaging in the Retail Business, liensHoldings or any of its other Subsidiaries, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices pending or, to the Knowledge of the SellerSellers, other material communications received in the two year period prior threatened to date hereof by the Sellerbe brought or filed, the Companies or the Companies’ Subsidiaries from with any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970based on, as amended, and the rules promulgated thereunder or any other applicable law establishing standards arising out of, in connection with or otherwise relating to, workplace safetyto the employment or termination of employment or failure to employ any individual by such entity.
(eg) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect Sellers have provided Buyer Parties access to a true, correct and complete copy of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant employee handbook (“Employee Handbook”). The Employee Handbook reflects in all material respects the benefits and policies generally applicable to the Worker Adjustment Retraining Retail Employees. The Employee Handbook has been delivered to each Retail Employee, and Notification Act each such employee has acknowledged in writing the receipt of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationthe Employee Handbook.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Affirmative Insurance Holdings Inc)
Labor and Employment Matters. (a) Section 2.1(aThe Seller Disclosure Schedule sets forth (i) a list of all Business Employees (including title and position) and contractors of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, Business as of the date hereof, (ii) the compensation and benefits of each such Business Employee and contractor, (iii) the following length of service for each Business Employee, (iv) the location of employment for each Business Employee, and (v) the hours of vacation pay, holiday pay and other paid leave time earned or accrued based upon services performed prior to Closing. The employment of all Business Employees, except those that Seller has designated as employed in Ireland, and contractors may be terminated at any time with respect to each NewCo Employee: staff ID number or without cause and without any severance or other unique identification number, job title, and job locationLiability to Seller.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party or subject to any labor union or collective bargaining contract that pertains to agreement in connection with the NewCo EmployeesBusiness. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there There have not been anyand there are not pending or, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with to Seller’s Knowledge, threatened, any labor organization disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or group any actions or arbitrations that involve Business Employees. There is no unfair labor practice, charge or complaint pending, unresolved or, to Seller’s Knowledge, threatened before the National Labor Relations Board. No event has occurred or circumstance exist that may provide the basis of the NewCo Employees, (b) there are no labor unions any work stoppage or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for labor dispute in connection with the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesBusiness.
(c) Seller 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 in connection with the Business. There are, and have been, no violations of any other Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Business Employee or other Person in connection with the Business. Seller 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 Business Employee or other Person in connection with the Business, and will timely file prior to Closing all such reports, information and notices required by any Law to be given prior to Closing.
(d) Seller has paid or properly accrued in the ordinary course of the Business all wages and compensation due to Business Employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses.
(e) Seller is not a party to any Contract which restricts Seller from relocating, closing or terminating any of its operations or facilities or any portion thereof. Seller has never effectuated a “plant closing” (as defined in the WARN Act) or (ii) a “mass lay-off’ (as defined in the WARN Act), in either case affecting any site of employment or facility of Seller, except in accordance with the WARN Act. The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, Agreement will not give rise to create liability for any obligations to obtain consent act by Seller on or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of under the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all WARN Act or any category other Law respecting reductions in force or the impact on employees of NewCo Employeesplant closings or sales of businesses. To the extent that liability should arise in this context, said liability shall be Seller’s sole responsibility.
(df) With respect to the NewCo Employees, (i) there Seller has complied and is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations requirements of the personal rights Immigration Reform and Control Act of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller 1986. The Seller’s Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules Schedule sets forth a true and complete list of all material written notices or, to Employees working in the Knowledge United States who are not U.S. citizens and a description of the Seller, other material communications received legal status under which each such Employee is permitted to work in the two year period prior United States. All Employees who are performing services for Seller in the United States are legally able to date hereof by work in the Seller, United States and will be able to continue to work in the Companies or Business in the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation United States following the consummation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetytransactions contemplated by this Agreement.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(aSchedule 5.18(a) lists all Persons who are current employees, independent contractors or consultants of the Employee Matters Agreement Seller (excluding professional advisors, such as attorneys, accountants and investment advisors), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth in a single file for each business unitsuch individual the following: (i) name; (ii) title or position (including whether full-time or part-time, a correct if applicable); (iii) hire or retention date; and complete list(iv) current annual base compensation rate or hourly rate, as applicable. As of the date hereof, except for Transaction Expenses, all compensation, including wages, overtime, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the following with respect Seller for services performed on or prior to each NewCo Employee: staff ID number the date hereof have been accurately calculated and have been paid in full or other unique identification number, job title, and job locationincluded in the Closing Date Working Capital.
(b) Except as set forth in Section 3.12(bThe Seller is not, nor has been for the past five (5) of years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Unions”), and there is not, and has not been for the Seller Disclosure Schedulesfive (5) year period prior to the Closing Date, none any Union representing or purporting to represent any employee of the Seller, the Companies and, to Seller’s Knowledge, no Union or any group of their Subsidiaries employees is a party seeking to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and organize employees for the three purpose of collective bargaining. During the five (5) year period prior to date hereof the Closing Date, there have has not been, nor to Seller’s Knowledge has there been anyany threat of, organizing activities any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or collective bargaining arrangements that would affect other similar labor disruption or dispute affecting the TS Business pending Seller or under discussion any of its employees. The Seller has no duty to bargain with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesUnion.
(c) The consummation of Seller is, and at all times during the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy five (5) year period prior to the Closing DateDate has been, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding Laws pertaining to employment and employment practices (practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and overtime payment, shifts payments, bonuses, foreign termination of employees, working during rest daysconditions, social benefits contributionsmeal and break periods, severance payprivacy, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Seller as independent contractors or violations of the personal rights of employees, former consultants are properly treated as independent contractors under all applicable Laws. All employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. All employees of the Seller classified or considered as non-exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly paid overtime, when applicable. The Seller is and has at all times been in compliance with the foregoing Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), and any equivalent state or local Laws. The Seller is in compliance with and has complied with all immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are pending orno Actions against the Seller pending, or to the Knowledge Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Seller, threatened. With respect including, any charge, investigation or claim relating to the NewCo Employeesunfair labor practices, (x) there are no material outstanding assessmentsequal employment opportunities, penaltiesfair employment practices, finesemployment discrimination, liensharassment, chargesretaliation, surchargesreasonable accommodation, disability rights or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, workplace safety or insurance/working conditions, meal and break periods, privacy, health and safety, workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience leaves of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orabsence, to the Knowledge of the Sellerpaid sick leave, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder unemployment insurance or any other employment related matter arising under applicable law establishing standards of, or otherwise relating to, workplace safetyLaws.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as As of the date hereof, of the following with respect to each NewCo Employee: staff ID number Acquired Companies do not have any employees, independent contractors, consultants, or other unique identification number, job title, and job locationtemporary employees.
(b) Except as set forth in Section 3.12(b3.13(b) of the Seller Disclosure Schedules, none of within the Seller, the Companies or any of their Subsidiaries is last (3) three years (i) no Acquired Company has been a party to to, or bound by, any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions agreement or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or Contract with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any a labor union, works council or other labor organization (a “Collective Bargaining Agreement”); (ii) no former employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller Acquired Companies has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated been represented by this Agreement, including implementing the Reorganization, to any labor a union, works council or other employee collective bargaining representative bodies representing all or any category of NewCo Employees.
(da “Labor Representative”) With with respect to his or her employment at the NewCo EmployeesAcquired Companies; (iii) no Acquired Company has been subject to a strike, (i) there is no pending charge lockout, slowdown, work stoppage, unfair labor practice, complaint, grievance, arbitration, proceeding or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all other material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, dispute and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, none is threatened; and (iv) no petition has been filed with the National Labor Relations Board or other Governmental Authority requesting certification of a Labor Representative or approval to conduct an election for a Labor Representative.
(c) Each Acquired Company is in material compliance, and within the last three (3) years has complied in all material respects, with all applicable Laws respecting employment and employment practices, labor, and terms and conditions of employment, including but not limited to wages and hours, labor relations, employment discrimination, disability rights or benefits, human rights, civil rights, family and medical leave, the collection and payment of withholding or social security taxes, civil rights, pay equity, equal employment opportunity, plant closure and mass layoff, including the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and similar state, local and foreign Laws, immigration, background checks, government contracting, affirmative action, leaves of absence, occupational health and safety, workers compensation and unemployment insurance. With respect to the NewCo EmployeesEach Acquired Company has properly classified in all respects in accordance with all applicable Laws all of its service providers as either employees or independent contractors. No Acquired Company has taken any action that could constitute a plant closure, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surchargesmass layoff, or other amounts due mass termination under WARN or owing by the Sellerotherwise trigger notice requirements or liability under federal, the Companies local, state, or the Companies’ Subsidiaries pursuant to foreign applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensationLaw, and (y) there are no outstanding claims have not incurred any material liability under WARN or any similar foreign, state, or local layoff notice Law that may materially affect the accident cost experience of the Company or its Subsidiariesremains unsatisfied. Except as set forth in Section 3.12(d3.13(c) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices Schedules, there are no pending or, to the Knowledge of Seller, threatened Actions, audits or investigations relating to any employment or labor matter that individually or in the aggregate could reasonably be expected to cause the Acquired Companies to incur any material liability, and no Acquired Company has been subject to any such Actions, audits or investigations during the last three years.
(d) To the Knowledge of the Seller, other material communications received no former employee of any Acquired Company is in violation of any term of any employment, restrictive covenant or nondisclosure agreement or common law nondisclosure obligation or fiduciary duty to the Acquired Company or to a former employer of any such former employee relating to the right of any such former employee to be employed by the Acquired Company. The Acquired Companies have not sought to enforce any non-competition or customer non-solicitation Contract covering a former employee of the Acquired Companies in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetypast three (3) years.
(e) Neither Except as set forth in Section 3.13(f) of the Seller nor Disclosure Schedules, the Acquired Companies are not delinquent in (i) payments to any of its Affiliates has engaged in former employees for any plant closing wages, salaries, commissions, bonuses, vacation time, incentive payments or employee layoff activities in respect other direct compensation for any services performed by them to date or amounts required to be reimbursed to such former employees; and (ii) the payment of fees for services to any independent contractor or consultant identified on Schedule 3.13(f) of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationSeller Disclosure Schedule.
Appears in 1 contract
Samples: Merger Agreement (Platinum Eagle Acquisition Corp.)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of Prior to the date hereof, the Company has provided to Buyer contains a complete and accurate list of all of the following non-union employees of the Company and the Subsidiary as of August 31, 2005 ("Business Employees") describing for each such Business Employee, the position, whether classified as exempt or non-exempt for wage and hour purposes, date of hire, business location, annual base salary, weekly/hourly rates of compensation and the budgeted, aggregate amount of all bonus, severance and other amounts to be paid to all Business Employees at the Closing or otherwise in connection with the transactions contemplated hereby. Schedule 2.23(a) contains a complete and accurate list of all of the independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the business of the Company and the Subsidiary and classified by the Company or the Subsidiary as other than Business Employees or compensated other than through wages paid by the Company or the Subsidiary through its payroll department and reported on a form W-4 ("Contingent Workers"), showing for each NewCo Employee: staff ID number Contingent Worker such individual's role in the business, fee or compensation arrangements and other unique identification number, job title, and job locationcontractual terms with the Company or the Subsidiary.
(b) Except as set forth in Schedule 2.23(b), (i) there is no, and during the past year there has not been any, labor strike, picketing of any nature, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or, to the Company's knowledge the Company, threatened against or effecting the business of the Company or the Subsidiary; (ii) neither the Company nor the Subsidiary has any duty to bargain with any union or labor organization or other person purporting to act as exclusive bargaining representative of any Business Employees or Contingent Workers with respect to the wages, hours or other terms and conditions of employment of any Business Employee or Contingent Worker or pursuant to a collective bargaining relationship or agreement permitted by Section 3.12(b8(f) of the Seller Disclosure SchedulesNational Labor Relations Act, none 29 U.S.C. s. 158(f) ("Section 8(f)"); (iii) to the Company's knowledge, no union claims or demands to represent Business Employee or Contingent Worker, there are no organizational campaigns in progress with respect to any of the SellerBusiness Employees or Contingent Workers and no question concerning representation of such individuals exists; (iv) there is no collective bargaining agreement or other contract with any union, or work rules or practices agreed to with any union, binding on the Companies Company or any of their Subsidiaries is a party the Subsidiary with respect to any Business Employee or Contingent Worker; (v) neither the Company nor the Subsidiary has engaged in any unfair labor practice; (vi) the Company and the Subsidiary are in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours; (vii) neither the Company nor the Subsidiary is delinquent in any payments to any Business Employee or collective bargaining contract that pertains Contingent Worker for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the NewCo Employees. To the Knowledge of the Seller, date hereof or amounts required to be reimbursed to such Business Employees or Contingent Workers; (aviii) there are no, and for within the last three year period prior to date hereof (3) years there have not been anyno formal or informal grievances, organizing activities complaints or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to Company's knowledge, threatened against the Company or the Subsidiary in any NewCo Employeesjudicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (ix) none of the employment policies or practices of Seller or the Subsidiary are currently being audited or investigated, or to the knowledge of the Company, subject to imminent audit or investigation by any Governmental Authority; (x) neither the Company nor the Subsidiary is, and within the last three (3) years neither the Company nor the Subsidiary has been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters; (xi) the Company and the h Subsidiary are in material compliance with the requirements of the Immigration Reform Control Act of 1986; (xii) all Business Employees are employed at-will and no Business Employees are subject to any contract with the Company or any Subsidiary; (xiii) there is no policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of any Business Employee or Contingent Worker.
(c) The consummation Except as set forth on Schedule 2.23(c) attached hereto, neither the Company nor the Subsidiary has experienced a "plant closing," "business closing," or "mass layoff" as defined in the WARN Act or any similar state, local or foreign law or regulation affecting any site of employment of the transactions contemplated by this AgreementCompany or the Subsidiary or one or more facilities or operating units within any site of employment or facility of the Company or the Subsidiary, including implementing and, during the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of 90-day period preceding the date hereof, Seller no Business Employee has satisfied as of the date hereof, and, suffered an "employment loss," with respect to requirements that must be satisfied the Company or the Subsidiary as of any time following defined in the WARN Act. Schedule 2.23(c) sets forth for each Business Employee who has suffered such an "employment loss" during the 90-day period preceding the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, hereof (i) there is no pending charge or complaint against the Sellername of such employee (ii) the date of hire of such employee, (iii) such employee's regularly scheduled hours over the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authoritysix month period prior to such "employment loss", and (iiiv) none of such employee's last job title(s), location, assignment(s) and department(s). The Company and the SellerSubsidiary are in compliance with all applicable affirmative action obligations under any law, including without limitation, Executive Order 11246. To the extent that any Contingent Workers are employed, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies Company has properly classified and the Companies’ Subsidiaries are and since January 1, 2013 have been treated them in compliance in all material respects accordance with applicable Law regarding employment laws and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list purposes of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety employee benefit plans and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyperquisites.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) 3.16 of the Seller Company Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, Letter:
(a) there are no, Employees of the Company and for the three year period prior to date hereof there its Subsidiaries (including both present and former employees) have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereofbeen, and, with respect to requirements that must be satisfied as of current employees, currently are not, represented by a labor organization or group which was either certified or voluntarily recognized by any time following labor relations board, including, without limitation, the date hereofUnited States National Labor Relations Board ("NLRB") or certified or voluntarily recognized by any other Governmental Entity;
(b) The Company and its Subsidiaries have not been and are not a signatory to a collective bargaining agreement with any trade union, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with labor organization or provide notice group;
(c) No representation election petition or application for certification has been filed by employees of the transactions contemplated by this Agreement, including implementing Company or its Subsidiaries or is pending with the Reorganization, NLRB or any other Governmental Entity and no union organizing campaign or other attempt to any organize or establish a labor union, works council employee organization or other employee representative bodies representing all labor organization or any category group involving employees of NewCo Employees.the Company has occurred, is in progress or, to the Company's knowledge, is threatened;
(d) With respect to Neither the NewCo Employees, (i) Company nor its Subsidiaries have engaged in any unfair labor practice and there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge knowledge of the SellerCompany, threatened labor board proceeding of any kind against the Company or its Subsidiaries or any proceeding (involving claims of unfair representation of the Company's employees) against any trade union, labor union, employee organization or labor organization representing the Company's employees;
(e) No grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been threatened. With respect to , filed or is pending against the NewCo EmployeesCompany or any of its Subsidiaries;
(f) No labor dispute, (x) there are no material outstanding assessmentswalk out, penaltiesstrike, finesslowdown, lienshand billing, charges, surchargespicketing, or other amounts due work stoppage (sympathetic or owing by otherwise) involving the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience employees of the Company or its Subsidiaries has occurred, is in progress or has been threatened;
(g) No breach of contract and/or denial of fair representation claim has been filed or is pending or, to the knowledge of the Company, threatened against the Company, its Subsidiaries and/or to the knowledge of the Company, any trade union, labor union, employee organization or labor organization representing the employees of the Company or its Subsidiaries (in such union or organization's capacity as a representative of any such employee during the period that the employee was employed by the Company or one of its Subsidiaries. ) based on claims of the Company's past or present employees;
(h) No claim, complaint, charge or investigation for unpaid wages, bonuses, commissions, employment withholding taxes, penalties, overtime or other compensation, benefits, child labor or record keeping violations has been filed or is pending or threatened under the Fair Labor Standards Act, Xxxxx-Xxxxx Act, Xxxxx-Xxxxxx Act, or Service Contract Act or any other federal, state, local or foreign law, regulation or ordinance;
(i) No discrimination and/or retaliation claim, complaint, charge or investigation has been filed or is pending or threatened against the Company or its Subsidiaries under the 1866 or 1964 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act ("ADEA"), the Americans with Disabilities Act ("ADA"), the Family and Medical Leave Act ("FMLA"), the Fair Labor Standards Act ("FLSA"), XXXXX, 00 X.X.X. 0000 ("Section 3.12(d1981") or any other federal law or comparable state fair employment practices act or foreign law;
(j) If the Company and/or its Subsidiaries are a federal or state contractor obligated to develop and maintain an affirmative action plan, no discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding has been threatened or filed or is pending with the Office of Federal Contract Compliance Programs or any other federal agency or any comparable state or foreign agency or court and no desk audit or on-site review is in progress;
(k) No citation by the Occupational Safety and Health Administration ("OSHA") is pending against the Company or its Subsidiaries and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving the Company or its Subsidiaries has been filed or is pending or threatened against the Company or its Subsidiaries under OSHA or any other applicable law relating to occupational safety and health, and Section 3.16(k) of the Seller Company Disclosure Schedules Letter sets forth a true true, correct and complete list of all material written notices citations, investigations and audits issued by OSHA involving the Company or any of its Subsidiaries, and, to the knowledge of the Company, all other violations of OSHA by the Company or any of its Subsidiaries, in each case occurring within three (3) years prior to the date of this Agreement;
(l) No workers' compensation or retaliation claim, complaint, charge or investigation has been filed or is pending against the Company or its Subsidiaries;
(m) No investigation or citation of the Company or its Subsidiaries is pending and no enforcement proceeding has been initiated or is pending or threatened under federal or foreign immigration law;
(n) Neither the Company nor any Subsidiary has taken any action that would constitute a "mass layoff", "mass termination" or "plant closing" within the meaning of the United States Worker Adjustment and Retraining Notification Act ("WARN") or otherwise trigger notice requirements or liability under any federal, local, state or foreign plant closing notice or collective dismissal law or failed to comply with those laws;
(o) No wrongful discharge, retaliation, libel, slander or other claim, complaint, charge or investigation that arises out of the employment relationship between the Company or any Subsidiary and its respective employees has been filed or is pending or, to the Knowledge Company's knowledge, threatened against the Company or its Subsidiaries under any applicable law;
(p) The Company and its Subsidiaries have maintained and currently maintain adequate insurance as required by applicable law with respect to workers' compensation claims and unemployment benefits claims;
(q) The Company and its Subsidiaries are in material compliance with all applicable laws, regulations and orders and all contracts or collective bargaining agreements governing or concerning labor relations, union and collective bargaining, conditions of the Selleremployment, other material communications received in the two year period prior to date hereof by the Selleremployment discrimination and harassment, wages, hours or occupations safety and health, including, without limitation, the Companies or Immigration Reform and Control Act of 1986, the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, ADEA, ADA, FMLA, WARN, the Occupational Safety and Health Act, the Xxxxx-Xxxxx Act, the Xxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, FLSA, Section 1981 and the Rehabilitation Act of 19701973 and all regulations under such acts (collectively, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety."Labor Laws");
(er) Neither the Seller Company nor its Affiliates has engaged in any plant closing Subsidiary is liable for any material liabilities, judgments, decrees, orders, arrearage of wages or employee layoff activities in respect taxes, fines or penalties for failure to comply with any of the TS Business since December 31Labor Laws, 2015 that except where any such liability would violate not have a Company Material Adverse Effect;
(s) The Company and its Subsidiaries have provided Parent with a copy of their policy for providing leaves of absence under the FMLA; and
(t) The Company and its Subsidiaries have paid or give rise accrued all current assessments under workers' compensation legislation, and neither the Company nor any Subsidiary has been subject to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, special or any similar state or local plant closing or mass layoff statute, rule or regulationpenalty assessment under such legislation which has not been paid.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in The Company has made available to Apex a single file for each business unittrue, a correct and complete list, list of all employees of the Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other incentive based compensation. As of the following with respect date hereof, all compensation, including wages, commissions and bonuses, due and payable to each NewCo Employee: staff ID number all employees of the Company Group for services performed on or other unique identification numberprior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements), job titleexcept as would not, and job locationindividually or in the aggregate, be material to any Company Group Member.
(bi) Except as set forth in Section 3.12(b) There are no material Actions pending or, to the knowledge of the Seller Disclosure SchedulesCompany, none 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 Company Group Member is, nor has been for the past five years, a party to, bound by, or 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 SellerCompany, the Companies are there any activities or any proceedings of their Subsidiaries is a party to any labor or collective bargaining contract that pertains union to the NewCo Employees. To the Knowledge of the Seller, organize any such employees; (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (biii) there are no unfair labor unions 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 organizations representingsimilar labor disruption or dispute affecting, purporting or, to represent or attempting to representthe knowledge of the Company, any NewCo Employeesthreat thereof, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesemployees of any Company Group Member.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since Since January 1, 2013 have 2017, the Company Group is and has been in compliance in all material respects with all applicable Law regarding employment Laws and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of any guidelines or recommendations promulgated by any Governmental Authority related to COVID-19 relating to the employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, employment discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, mass layoffs and wages and hours plant closings (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, wages and hours (including the classification of independent contractors and exempt and non-exempt employees) and occupational safety and health requirements, including those related to collective bargaining and is not liable for any arrears of wages, penalties or mass layoff statuteother sums for failure to comply with any of the foregoing except.
(d) Since January 1, rule 2017, there has not been, nor are there currently, any Action or regulationinternal investigation or inquiry conducted by the Company Group, the Company’s Board of Directors or any committee thereof (or any person at the request of any of the foregoing) concerning any financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct, whistleblowing or other misfeasance or malfeasance issues with respect to any current or former director, officer, advisor, consultant or employee of the Company Group (in each case, in relation to his or her work with the Company Group), in each case, except as would not reasonably be expected to be material to the Company Group, taken as a whole.
(e) Since January 1, 2017, there has not been any Action relating to any act or allegation of or relating to, sex-based discrimination, sexual harassment or sexual misconduct, or breach of any policy of the Company Group relating to the foregoing, in each case involving the Company or any current or former employee, director, officer or independent contractor (in each case, in relation to his or her work with the Company Group) of the Company Group, nor has there been any settlements or similar out-of-court or pre-litigation arrangement relating to any such matters nor, to the knowledge of the Company, has any such Action been threatened, in each case, except as would not reasonably be expected to be material to the Company Group, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (Apex Technology Acquisition Corp)
Labor and Employment Matters. (a) Section 2.1(aSchedule 4.11(a)(i) of the Employee Matters Agreement Company Disclosure Schedule sets forth in a single file for each business unittrue, a correct and complete list, list of all employees of the Company or any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following: (i) name and employing entity; (ii) title or position (including whether full- or part-time) and location of employment; (iii) hire date and service date (if different); (iv) current annualized base salary or (if paid on an hourly basis) hourly rate of pay, and status as exempt or non-exempt under the Fair Labor Standards Act; (v) commission, bonus or other incentive-based compensation eligibility; (vi) details of any visa or work permit; and (vii) leave status. As of the following with respect date hereof, all compensation, including wages, commissions and bonuses, due and payable to each NewCo Employee: staff ID number all present and former employees of the Company and any Company Subsidiary for services performed on or other unique identification number, job title, and job locationprior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements) in all material respects.
(b) Except as set forth in Section 3.12(b) No employee of the Seller Disclosure SchedulesCompany or any Company Subsidiary is represented by a labor union, none 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, collective agreement or any other contract or agreement with a labor union, works council, trade union, or similar representative of employees. There are no, and since the formation of the SellerCompany there have never been any, strikes, lockouts or work stoppages existing or, to the Companies Company’s knowledge, threatened, with respect to any employees or the Company or any Company Subsidiaries or any other individuals who have provided services with respect to the Company or any Company Subsidiaries. Since the formation of the Company, there have been no union certification or representation petitions or demands with respect to the Company or any Company Subsidiaries or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains employees and, to the NewCo Employees. To the Knowledge of the SellerCompany’s knowledge, (a) there are no, and for the three year period prior to date hereof there have not been any, no union organizing activities campaign or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages similar effort is pending or threatened by or with respect to the Company, any NewCo EmployeesCompany Subsidiaries, or any of their employees.
(c) The consummation There are no material Actions pending or, to the knowledge of the transactions contemplated by this AgreementCompany, including implementing threatened against the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from Company Subsidiary by any labor union, works council of their respective current or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesformer employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies The Company and the Companies’ Company Subsidiaries are and since January 1, 2013 have been since their formation, in compliance in all material respects with all applicable Law regarding employment Laws relating to labor and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, including all such Laws regarding employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, employment discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment employment, mass layoffs and wages and hours plant closings (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or and any similar state or local plant closing Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave and all other employee leave, recordkeeping, classification of employees 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 properly submitted to the Company) and occupational safety and health requirements, and neither the Company nor any Company Subsidiary is liable for any arrears of wages, penalties or mass layoff statuteother sums for failure to comply with any of the foregoing. As of the Closing, rule each employee of the Company and each Company Subsidiary will have been paid in all material respects all wages, bonuses, compensation, and other sums owed and due to such individual as of such date, except for any amount that is payable, in accordance with its terms or regulationthe Company’s or Company Subsidiary’s ordinary course practice, in the payroll cycle immediately following the Closing.
Appears in 1 contract
Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp)
Labor and Employment Matters. (a) Section 2.1(a) Neither Source nor any of its Subsidiaries is now, or has been in the Employee Matters Agreement sets forth past five years, or is in a single file for each business unitcurrent negotiations to be, a correct and complete listparty to or bound by any collective bargaining agreement or any other agreement with a labor union; and, as to the knowledge of Source, there has been no effort by any labor union during the 24 months prior to the date hereof, hereof to organize any employees of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies Source or any of their its Subsidiaries is a party to any labor into one or more collective bargaining contract that pertains units. There is no pending or, to the NewCo Employeesknowledge of Source, threatened labor, strike or work stoppage. To None of Source, its Subsidiaries or, to the Knowledge knowledge of Source, any agent, representative or employee thereof has, within the Sellerlast 24 months, (a) there are nocommitted any unfair labor practice as defined in the National Labor Relations Act, as amended, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending or, to the knowledge of Source, threatened charge or complaint against the Seller, the Companies Source or the Companies’ any of its Subsidiaries by or with the National Labor Relations Board or any comparable U.S. representative thereof. There has been no strike, walkout or foreign Governmental Authoritywork stoppage involving the employees of Source or any of its Subsidiaries during the 24 months prior to the date hereof. There are no actions, and (ii) none suits, claims, labor disputes or grievances pending, or, to the knowledge of the SellerSource, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority threatened relating to such NewCo Employees any labor, safety or employment practicesdiscrimination matters involving any employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Source Material Adverse Effect. With respect to the NewCo Employees, the Seller, the Companies Each of Source and the Companies’ its Subsidiaries are and since January 1, 2013 have been in compliance (i) has complied in all material respects with applicable Law regarding employment laws, rules and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of regulations relating to employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment wages and hours, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of employees1964, workers’ compensation the Fair Labor Standards Act, and the collection and payment of withholding and/or social security Taxes and any similar TaxAmericans with Disabilities Act, discriminationas amended, fair labor standards and occupational health and safety(ii) has withheld all amounts required by law or agreement to be withheld from the wages, wrongful discharge salaries or violations of the personal rights of other payments to its employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be result in material liability to Source, (iii) is not liable for any arrears of wages or other taxes or any penalty for failure to comply with any of the TS Business taken as a whole, andforegoing, except as set forth would not result in Section 3.12(dmaterial liability to Source, (iv) of has not incurred any material liability or material obligations under the Seller Disclosure Schedules, no claims relating Worker Adjustment and Retraining Notification Act or any similar state law which remains unsatisfied and (v) is not liable for any payment to non-compliance any trust or other fund or to any Governmental Authority with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security employment insurance benefits or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, such Persons (other than routine payments to be made in the normal course of business and (y) there consistent with past practices). There are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards ofpending, or otherwise relating toto Source's knowledge, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in threatened claims or actions against Source under any plant closing worker's compensation policy or employee layoff activities in respect of the TS Business since December 31, 2015 long-term disability policy that would violate result in a material liability to Source. Neither Source nor Source ERISA Affiliate has direct or give rise indirect liability with respect to any misclassification of any person as an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, independent contractor rather than as amendedan employee, or with respect to any similar state or local plant closing or mass layoff statuteemployee leased from another employer, rule or regulationexcept as would not result in material liability to Source.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) Schedule 8.19 ---------------------------- hereof in respect of the Division's business (i) Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party to any labor employment agreements with employees that are not terminable at will, or that provide for the payment of any bonus or commission, (ii) Seller is not a party to any agreement, policy or practice that requires it to pay termination or severance pay to salaried, non-exempt or hourly employees (other than as required by law), (iii) Seller is not a party to any collective bargaining agreement or other labor union contract that pertains and to Seller's knowledge there are no activities or proceedings of any labor union to organize any such employees, and (iv) Seller is not a party to or subject to any conciliation agreements, consent decrees or settlements with respect the NewCo EmployeesDivision's business or its employees. Seller has furnished to Buyer complete and correct copies of all such agreements (the "Employment and Labor Agreements"). To Seller's knowledge the Knowledge Employment and Labor Agreements are in full force and effect pursuant to their respective terms, and there are no grievances outstanding under any collective bargaining agreements, if any, which form a part of the Employment Agreements. Except as set forth in Schedule 8.19 hereof, in respect of the Division's business (i) Seller is in material compliance with all applicable laws relating to employment and employment practices, wages, hours and terms and conditions of employment, (ii) there is no unfair labor practice charge or complaint pending before the NLRB relating to Seller, or, to Seller's knowledge, threatened against Seller, (aiii) there are nois no labor strike, material slowdown or material work stoppage or lockout pending or, to Seller's knowledge, threatened against or affecting Seller, and for the three year period prior to date hereof there have Seller has not been anyexperienced any strike, organizing activities material slowdown or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employeesmaterial work stoppage, (b) there are no labor unions lockout or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened collective labor action by or with respect to any NewCo Employees.
employees of Seller for the last three (c3) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesyears, (iiv) there is no representation, claim or petition pending charge or complaint against before the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board NLRB or any comparable U.S. or similar foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employeesagency, (xv) there are no material outstanding assessmentscharges with respect to or relating to Seller pending before the Equal Employment Opportunity Commission or any state, penalties, fines, liens, charges, surcharges, local or other amounts due or owing by foreign agency responsible for the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensationprevention of unlawful employment practices, and (yvi) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications has not received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries notice from any Governmental Authority national, state, local or other third-party regarding any actual foreign agency responsible for the enforcement of labor or possible violation employment laws of the Occupational Safety an intention to conduct an investigation of it and Health Act to Seller's knowledge no such investigation is in progress. Seller has furnished Buyer with a complete and accurate copy of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyits current employee benefits handbook.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) Except to the extent disclosure would not be permitted under applicable Laws, including applicable privacy Laws, Seller has made available to Purchaser a list of the Employee Matters Agreement sets forth all Company Employees, which is complete and accurate in a single file for each business unit, a correct and complete list, all material respects as of the date hereof, of the following with respect to this Agreement and lists each NewCo Company Employee: staff ’s employee ID number or other unique identification number, job title, employment status and job classification (exempt or non-exempt), job location, function or department, date of hire and employer, salary or wages, annual cash incentive compensation opportunities, annual cash bonus opportunities, and annual long-term incentive grant value for the most recent performance year, as applicable. Prior to the Closing Date, Seller will provide Purchaser with an updated version of such list.
(b) Except as set forth in on Section 3.12(b4.17(b) of the Seller Company Disclosure SchedulesSchedule, none as of the Sellerdate hereof (a) there is no, the Companies pending, or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the SellerCompany, (a) there are nothreatened in writing, and for Action by or on behalf of any current, former or prospective Company Employee which, if adversely decided, may reasonably be expected, individually or in the three year period prior aggregate, to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group create a material liability of the NewCo EmployeesCompany Business, (b) there are no collective bargaining, labor unions or other organizations representingsimilar agreements (each, purporting to represent or attempting to represent, a “CBA”) with any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other similar representative bodies with respect to any Company Employee, (c) to the Knowledge of the Company, there are no pending union organizational activities or proceedings with respect to Company Employees and (d) neither Seller nor any of its Affiliates (including the Acquired Companies) will be required under any applicable Law to notify or consult with any labor or trade union, staff association, works council, employee representative bodies or other body representing all or any category of NewCo Employees, the current or from any NewCo Employeeformer employees of the Company Business. With respect to requirements that must be satisfied as As of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Sellerno, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have 2018 there has not been in compliance in all any, (i) labor strike, material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge slowdown or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are stoppage pending or, to the Knowledge of the SellerCompany, threatened. With respect to threatened in writing against any of the NewCo EmployeesAcquired Companies or otherwise involving the Company Business, (xii) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, labor dispute or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices labor arbitration proceeding pending or, to the Knowledge of the SellerCompany, other threatened in writing with respect to the Company Employees, or (iii) material communications received in unfair labor practice, charge, investigation or complaint pending, unresolved or, to the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation Knowledge of the Occupational Safety and Health Act of 1970Company, as amended, and threatened before the rules promulgated thereunder National Labor Relations Board or any other Governmental Entity relating to any Company Employee.
(c) With respect to the Company Employees, Seller and each of its Affiliates (including the Acquired Companies) (i) is in material compliance with the terms of the CBAs and in material compliance with all applicable law establishing standards ofLaws pertaining to employment, or otherwise relating employment practices and the employment of labor, including, but not limited to, workplace safetyall such Laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction, consultation and/or information, wages, hours, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consultants), safety and health, disability rights, leaves of absence (including in response to the COVID-19 pandemic), affirmative action, civil rights, plant closing and mass layoff issues, unemployment insurance, immigration and workers’ compensation and (ii) is in material compliance with all requirements to pay all wages, salaries, commissions, other compensation and benefits and all levies, assessments, contributions and payments to third parties due to or on behalf of current and former Company Employees, including any withholding obligations and obligations to make payments to any Governmental Entity with respect to Company Employees.
(d) Seller and its Affiliates (including the Acquired Companies) have complied in all material respects with all applicable Laws in any relevant jurisdiction relating to (i) the notification of and/or consultation with any labor or trade union, staff association, works council, European Works Council, employee representatives or other body representing all or any of the current or former Company Employees and (ii) the transfer of employees pursuant to a business, asset or share transfer. Section 4.17(d) of the Company Disclosure Schedule sets forth each required notification to, and each consultation required to take place with, any such employee representative body in connection with the transactions contemplated by this Agreement pursuant to any CBA or applicable Law.
(e) Neither Each Company Employee working in the United States is a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States except as would not reasonably be expected to have material economic consequences to the Company Business. Seller nor or its Affiliates has engaged (including the Acquired Companies) have in any plant closing or employee layoff activities in respect their files a Form I-9 that, to the Knowledge of the TS Business since December 31Company, 2015 that would violate or give rise to an obligation to provide any notice was completed in accordance with Law for each Company Employee for whom such form is required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local under Law.\
(f) There has been no plant closing or mass layoff statute, rule (as defined in the Worker Adjustment and Retraining Notification Act (WARN) or regulationany similar Law of any State or other jurisdiction) by Seller or any of its Affiliates (including the Acquired Companies) for which there remain any unsatisfied liabilities relating to Company Employees.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ingersoll Rand Inc.)
Labor and Employment Matters. The Seller has made available (aby email) Section 2.1(a) to the Buyer a complete and accurate census of the Employee Matters Agreement sets Business Employees as of the date hereof, including the names, titles, and exempt/non-exempt status of each such Business Employee. Except as set forth in a single file for each business unit, a correct and complete liston Schedule 3.13, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number Business Employees are not represented by a trade union, works council, labor organization or other unique identification number, job title, and job location.
group that was either voluntarily recognized or certified by any labor relations board (bincluding the United States National Labor Relations Board) or by any other Governmental Authority. Except as set forth in Section 3.12(b) on Schedule 3.13, as of the date hereof, the Seller Disclosure Schedulesis not a signatory to or bound by a collective bargaining agreement or other Contract with any trade union, none works council, labor organization or group with respect to the Business or the Transferred Assets. As of the Sellerdate hereof, no organized labor dispute, walk out, strike, hand billing, picketing or work stoppage involving the Companies or any of their Subsidiaries Business Employees has occurred, is a party in progress or, to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, has been threatened in the last two (a2) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employeeyears. With respect to requirements that must be satisfied as As of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is are no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect threatened material grievances or arbitrations arising under any collective bargaining agreement and relating to the NewCo Business Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to To the Knowledge of the Seller, other material communications received as of the date hereof, there are, and for the past two (2) years there have been, no organizational efforts with respect to employees working in the Business. The Seller is and for the past two year period prior (2) years has been in compliance in all material respects with all applicable Laws relating to date hereof by labor and employment matters applicable to the Seller, Seller in connection with the Companies conduct or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation operation of the Occupational Safety Business and Health Act the ownership or use of 1970the Transferred Assets, as amendedincluding provisions thereof relating to wages, hours, equal opportunity, fair labor standards, nondiscrimination, workers compensation, collective bargaining, workplace safety, immigration, employee and worker classification, and the rules promulgated thereunder payment and withholding of social security and other payroll Taxes. Except as would not result in material Liability to the Business or the Transferred Assets: (i) the Seller has paid all wages, salaries, wage premiums, prevailing wages, commissions, bonuses, fees, and other compensation which have come due and payable to its current and former employees and independent contractors under applicable Law Contract, and company policy and (ii) each individual who has provided services to the Seller in the past three (3) years and was classified and treated by the Seller as an independent contractor, consultant, or other service provider is and was properly classified for all applicable purposes. The Seller has not implemented any “plant closing” or “mass layoff” (as defined in the WARN Act) affecting employees working in the Business within the past ninety (90) days, and no such actions are currently contemplated, planned or announced. With respect to the transactions contemplated by this Agreement, the Seller has or prior to the Closing will satisfy all notice, consultation, bargaining and similar obligations it or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor of its Affiliates has engaged owes to employees working in any plant closing the Business or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationtheir representatives.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) Except as set forth on SCHEDULE 5.19 of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, Disclosure Schedules as of the date hereofEffective Time, of the following and thereafter with respect to each NewCo Employee: staff ID number which such would have a Material Adverse Effect, (A) no employee of any Credit Party is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and no Credit Party has any obligation under any collective bargaining agreement or other unique identification number, job titleagreement with any labor union or any obligation to recognize or deal with any labor union, and job locationthere are no such contracts or other agreements pertaining to or which determine the terms or conditions of employment of any employee of any Credit Party; (B) to the knowledge of the Credit Parties, there are no pending or threatened representation campaigns, elections or proceedings; (C) the Credit Parties do not have knowledge of any strikes, slowdowns or work stoppages of any kind, or threats thereof, and no such activities occurred during the 24-month period preceding the date hereof; (D) no Credit Party has engaged in, admitted committing or been held to have committed any unfair labor practice; and (E) there are no controversies or grievances between any Credit Party and any of its employees or representatives.
(b) Except as set forth in Section 3.12(b) on SCHEDULE 5.19 of the Seller Disclosure Schedules, none of and except as could not reasonably be expected to have, individually or in the Selleraggregate, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the SellerMaterial Adverse Effect, (a) there are noeach Credit Party has at all times complied in all material respects, and for the three year period prior to date hereof there have not been anyis in material compliance with, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employeesall applicable laws, (b) there are no labor unions or other organizations representingrules and regulations respecting employment, purporting to represent or attempting to representwages, any NewCo Employeeshours, compensation, benefits, and (c) there are no, payment and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or withholding of taxes in connection with respect to any NewCo Employeesemployment.
(c) The consummation Except as set forth on SCHEDULE 5.19 of the transactions contemplated by this AgreementDisclosure Schedules, including implementing except as could not reasonably be expected to have, individually or in the Reorganizationaggregate, will not give rise to any obligations to obtain consent or any opinion from any labor uniona Material Adverse Effect, works council or other employee representative bodies representing each Credit Party has at all or any category of NewCo Employeestimes complied with, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Dateand is in compliance with, all requirements to informapplicable laws, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, rules and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and regulations respecting occupational health and safety, wrongful discharge whether now existing or violations of the personal rights of employeessubsequently amended or enacted, former employees or prospective employees)including, terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including noticewithout limitation, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amendedamended or superseded from time to time, and the rules promulgated thereunder or any other applicable common law establishing standards of, or otherwise doctrine relating to, workplace to worker health and safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Credit and Security Agreement (Signal Technology Corp)
Labor and Employment Matters. (a) Section 2.1(a) The Company and the Company Subsidiaries are neither 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 Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as employees of the date hereof, Company or the Company Subsidiaries; and no employees of the following Company or the Company Subsidiaries are represented by any labor organization with respect to each NewCo Employee: staff ID number their employment with the Company or other unique identification number, job title, and job locationthe Company Subsidiaries.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure SchedulesNo labor union, none of the Sellerlabor organization, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Sellerworks council, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of employees of the NewCo EmployeesCompany or the Company Subsidiaries has made a pending demand for recognition or certification, (b) and there are no labor unions representation or other organizations representing, purporting to represent certification proceedings or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages petitions seeking a representation proceeding presently pending or threatened by in writing to be brought or filed with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. other labor relations tribunal or foreign Governmental Authority, authority. The Company and (ii) none the Company Subsidiaries have no knowledge of any labor union organizing activities with respect to any employees of the Seller, the Companies Company or the Companies’ Company Subsidiaries within the past three (3) calendar years.
(c) Within the past three (3) calendar years, there has been no actual or, to the knowledge of the Company or the Company Subsidiaries, threatened material labor arbitrations, material grievances, labor disputes, strikes, lockouts, walkouts, slowdowns, work stoppages, or picketing by any employee of the Company or the Company Subsidiaries, against or affecting the Company or the Company Subsidiaries.
(d) The Company and the Company Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding Laws respecting employment and employment practices (practices, including wages, hours, overtime all Laws respecting terms and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination conditions of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including noticehours, information and consultation requirements)child labor, except as would not be material to the TS Business taken as a wholeimmigration, andemployment discrimination, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, disability rights or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employeesequal opportunity, workplace safety or insurance/plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyunemployment insurance.
(e) Neither The Company and the Seller nor its Affiliates has engaged Company Subsidiaries are not delinquent in any plant closing material respect in payments to any employees or employee layoff activities in respect former employees for any services or amounts required to be reimbursed or otherwise paid.
(f) To the knowledge of the TS Business since December 31Company, 2015 that would violate no employee of the Company or give rise any Company Subsidiary is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, duty to an shareholders, non-competition agreement, restrictive covenant or other obligation to provide a former employer of any such employee relating (i) to the right of any such employee to be employed by the Company or the Company Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.
(g) Each employee of the Company and the Company Subsidiary has all work permits, immigration permits, visas or other authorizations required by applicable Law for such employee given the duties and nature of such employee’s employment.
(h) To the knowledge of the Company, none of the current employees of the Company and the Company Subsidiaries at or above the level of vice president intends to terminate his or her employment.
(i) The Company and the Company Subsidiaries are and have been in compliance with all notice required pursuant to and other requirements under the Worker Adjustment and Retraining and Notification Act of 1988, as amended, 1988 or any similar state foreign, state, provincial or local Law relating to plant closing closings and layoffs (collectively, the “WARN Act”).
(j) Neither the Company or mass layoff statuteany Company Subsidiaries is or has been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), rule (ii) required to comply with Executive Order 11246 or regulation(iii) required to maintain an affirmative action plan.
(k) The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of, or require any payment to be made under, any applicable Law respecting employment and employment practices in any country (or political subdivision thereof) which would, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Pokertek, Inc.)
Labor and Employment Matters. (a) Section 2.1(aSchedule 3.14(a) contains a complete list of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, names of all Persons who are employees or independent contractors of the Company as of the date hereof, of the following specifying (i) with respect to each NewCo Employee: staff ID number or other unique identification numberhourly employee, job the title and rate of hourly pay as of January 1, 2013 and the date of this Agreement; (ii) with respect to each salaried employee, the title, rate of salary and job locationcommission or bonus structure as of January 1, 2013 and the date of this Agreement; and (iii) with respect to each independent contractor, a description of the services performed and the compensation arrangement as of January 1, 2013 and the date of this Agreement; and (iv) with respect to each Person listed (A) the date of hire or engagement, (B) a list of all agreements affecting such Person’s employment or engagement, including a description of any additional material compensation arrangements not covered in clauses (i) through (iii), (C) if an employee, (1) whether the employee is classified as exempt or non-exempt under any of the following: the Fair Labor Standards Act, wage orders issued by the Industrial Welfare Commission, and any other applicable wage and hour law, (2) whether or not such employee is absent for any reason such as lay-off, leave of absence or workers’ compensation and, if so, the date such absence began and the anticipated date of return and (3) the state or province in which such Person is employed. Schedule 3.14(a) also lists all employees of the Company in the United States who are not citizens or permanent residents of the United States, together with a listing of each such employee’s work authorization status and work authorization expiration date.
(ba) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries The Company is not a party to or bound by any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent agreement or any opinion from any other agreement with a labor union, works council or other employee representative bodies representing all or and to the knowledge of Sellers, there has been no effort by any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of labor union during the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy twenty-four (24) months prior to the Closing Date, all requirements date hereof to inform, consult with or provide notice organize any employees of the transactions contemplated by this AgreementCompany into one or more collective bargaining units. There is no pending, including implementing or to the Reorganizationknowledge of Sellers threatened, labor dispute, strike or work stoppage which affects or which would reasonably be expected to affect the Business or interfere with the continued operations of the Business. The Company nor, to Sellers’ knowledge, any agent, representative or employee thereof has within the last twenty-four (24) months committed any unfair labor unionpractice as defined in the National Labor Relations Act, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesas amended, (i) and there is no pending pending, or to the knowledge of Sellers threatened, charge or complaint against the Seller, the Companies Company by or the Companies’ Subsidiaries by with the National Labor Relations Board or any comparable U.S. representative thereof. The Company is not aware whether any key employee, agent, consultant, independent contractor or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment group of employees, workers’ compensation and agents, consultants, or independent contractors has any plans to terminate or change his or their employment or relationship with the collection and payment of withholding and/or social security Taxes and Company. There has been no strike, walkout or work stoppage involving any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights employees of employees, former employees or prospective employees), terms and conditions of employment and wages and hours the Company during the twenty-four (including classification of employees and equitable pay practices24) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material months prior to the TS Business taken as a whole, and, except date hereof. Except as set forth in Section 3.12(d) of on Schedule 3.14, the Seller Disclosure SchedulesCompany is not a party or subject to any employment agreements, no claims noncompete agreements, agency agreements, independent contractor agreements or consulting agreements. The Company has complied with applicable laws, rules and regulations relating to non-compliance with the foregoing are pending oremployment, to the Knowledge of the Sellercivil rights and equal employment opportunities, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Sellerincluding but not limited to, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience Civil Rights Act of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller1964, the Companies or Fair Labor Standards Act, the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of Americans with Disabilities Act, as amended and the Occupational Safety Immigration Reform and Health Control Act of 19701986, as amended. There have not been any facility closings, and mass layoffs or other terminations at the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 Company that would violate create any obligations upon or give rise to an obligation to provide any notice required pursuant to liabilities for the Company under the Worker Adjustment and Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationlaws.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cornerworld Corp)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) 3.24 of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, andSchedule, with respect to requirements that must be satisfied as employees, directors, consultants and independent contractors of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.Tigris Group Member:
(da) With respect to the NewCo Employees, (i) there each Tigris Group Member is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding Laws respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours hours, including, any such laws respecting minimum wage and overtime payments, employment discrimination, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;
(including classification of employees and equitable pay practicesb) and applicable Law in respect of there is not now, nor within the past three years has there been, any reduction in force (including noticeactions, information and consultation requirements)suits, except as would not be material to the TS Business taken as a wholeclaims, andlabor disputes or grievances pending, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of Tigris, threatened relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the Selleraggregate, threatened. With result in any Liability in excess of $10,000 to any Tigris Group Member;
(c) the employees of each Tigris Group Member are not represented by any labor union, and no collective bargaining agreement is binding and in force against any Tigris Group Member or currently being negotiated by any Tigris Group Member;
(d) all Persons classified by Tigris as independent contractors have been and currently are, properly classified and treated by Tigris as an independent contractors and not as employees in compliance with all applicable Laws; Tigris has fully and accurately reported their compensation on IRS Forms 1099 when required to do so; and Tigris has no obligations to provide benefits with respect to such Persons under the Benefit Plans or otherwise;
(e) no individuals are currently providing, or have ever provided, services to Tigris pursuant to a leasing agreement or similar type of arrangement, nor has Tigris entered into any arrangement whereby services will be provided by such individuals;
(f) Section 3.24 of the Disclosure Schedule lists the names and titles of and current annual base salary or hourly rates for the 10% most highly compensated employees of Tigris, together with a summary of the full amount and nature of any other remuneration, other than Tigris’s 401(k) plan, whether in cash or kind, paid or payable to each such Person, with respect to the NewCo Employees, past or current fiscal year or payable to each such Person in the future; and
(xg) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, Tigris Group Member has any unpaid Liability for any payment to any trust or other amounts due fund governed by or owing maintained by the Selleror on behalf of any Governmental Body, the Companies or the Companies’ Subsidiaries pursuant with respect to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, employees (other than routine payments to be made in the normal course of business and (y) there consistent with past practice). There are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards ofpending, or otherwise relating toto Tigris’s Knowledge, workplace safetythreatened claims or actions against Tigris under any worker’s compensation policy or long-term disability policy.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Merger Agreement (Verticalnet Inc)
Labor and Employment Matters. (a) Except as set forth on Section 2.1(a4.12(a) of the Employee Matters Agreement sets forth Disclosure Schedule, no Hostess Entity is party to any written employment agreements that obligate such Hostess Entity to pay an annual salary to an employee of such Hostess Entity in a single file for each business unitexcess of $150,000 annually, a correct and complete listother than written employment agreements that are terminable at will by such Hostess Entity, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job locationwithout penalty.
(b) There are no strikes, work stoppages, slowdowns, lockouts, pickets, arbitrations, grievances, unfair labor practice charges, complaints or other labor disputes pending or, to the Knowledge of the Sellers, threatened against or involving any Hostess Entity, except for such events or circumstances that would not, individually or in the aggregate, reasonably be expected to have a material and adverse effect on any Hostess Entity. Except as set forth in on Section 3.12(b4.12(b) of the Seller Disclosure SchedulesSchedule, none of the Seller, the Companies or any of their Subsidiaries no Hostess Entity is a party to any collective bargaining agreement and there are no labor or collective bargaining contract that pertains agreements which pertain to the NewCo Employeesemployees of any Hostess Entity. To The Sellers have made available to the Buyer true and correct copies of the labor or collective bargaining agreements listed on Section 4.12(b) of the Disclosure Schedule, together with all amendments, modifications, or supplements thereto.
(c) No labor organization or group of employees of any Hostess Entity has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the SellerSellers, (a) there are nothreatened to be brought or filed, and for with the three year period prior National Labor Relations Board or other labor relations tribunal. There is no organizing activity by any labor union with respect to date hereof there have not been anyemployees of any Hostess Entity pending or, organizing activities or collective bargaining arrangements that would affect to the TS Business pending or under discussion with Knowledge of the Sellers, threatened by any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as employees of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesHostess Entity.
(d) With respect Except as set forth on Section 4.12(d) of the Disclosure Schedule, there are no complaints, charges or claims against any Hostess Entity pending or, to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none Knowledge of the SellerSellers, the Companies threatened that could be brought or the Companies’ Subsidiaries are a partyfiled, with any Governmental Body or based on, arising out of, in connection with, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees the employment or termination of employment practicesor failure to employ by any Hostess Entity, of any individual. With respect Each Hostess Entity is in compliance with all Laws relating to the NewCo Employeesemployment of labor, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in including all material respects with applicable Law regarding employment and employment practices (including such Laws relating to wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension ordersdiscrimination, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employeessafety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of except to the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as extent that such noncompliance would not reasonably be material expected to have, individually or in the TS Business taken as aggregate, a whole, and, except Hostess Material Adverse Effect.
(e) Except as set forth in on Section 3.12(d4.12(e) of the Seller Disclosure SchedulesSchedule, no claims relating to non-compliance the Hostess Entities have not closed any plant or facility or effectuated any layoffs of employees within the past three years without complying with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, Worker Adjustment and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970Retraining Notification Act, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationregulation (collectively, the “WARN Act”), nor has any plant closure or mass layoff (as such terms are defined under the WARN Act) with respect to any Hostess Entity been planned or announced. There has been no “mass layoff” or “plant closing” (as defined under the WARN Act) with respect to any Hostess Entity within the six months prior to the Closing.
Appears in 1 contract
Samples: Master Transaction Agreement (Gores Holdings, Inc.)
Labor and Employment Matters. (a) Section 2.1(aEach Seller and each Acquired Entity is not (i) a party to any collective bargaining agreement in respect of any Diagnostic Employees, (ii) subject to any legal duty to bargain with any trade union on behalf of any of the Employee Matters Agreement sets forth in a single file for each business unitDiagnostics Employees, a correct and complete listor (iii) to Seller Parent’s Knowledge, as the object of any attempt to organize any of the date hereof, Diagnostics Employees for collective bargaining purposes or presently operating under an expired collective bargaining agreement. As of the following with current time and within the 24 months immediately preceding the date of this Agreement, Seller Parties, in respect of the Business, are not and have not been a party to each NewCo Employee: staff ID number or other unique identification numbersubject to any strike, job titlework stoppage, and job locationorganizing attempt, picketing, boycott or similar activity.
(b) Except Schedule 5.11(b) is a true, complete and accurate list of all Diagnostics Employees, their current employer, department, title and employment status (e.g., contract, permanent or seconded), as set forth in Section 3.12(b) of the dates indicated therein. There are no other Persons (such as employees of Sellers, whether with contracts that are in force or suspended (e.g., due to maternity leave, leave of absence, etc.) or employees of third parties or self-employed workers) providing services to Seller Disclosure SchedulesParties who are deemed Diagnostics Employees. Since September 30, none 2008, Seller Parties have not transferred or moved any employee of Sellers or their Affiliates into or out of the Seller, Business other than in the Companies or any Ordinary Course of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesBusiness.
(c) The consummation of To Seller Parent’s Knowledge, all the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior information set forth in Schedule 9.7 relating to the Closing DateDiagnostics Employees is true, complete and accurate in all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesmaterial aspects contained therein.
(d) With respect to the NewCo EmployeesNo Seller Party has received since April 1, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by2006, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect written notice of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970any applicable labor Law, as amendedregulation, and the rules promulgated thereunder ordinance or any other applicable law establishing standards of, or otherwise relating to, workplace safetycollective agreement which would reasonably be expected to have a Material Adverse Effect.
(e) Neither Since April 1, 2006 (i) the Seller operation of the Business has not experienced any strike, work stoppage or other concerted action by employees due to labor disagreement, (ii) there is not pending nor its Affiliates has threatened in writing before any Governmental Authority any complaint or charge of any violation of labor Laws with respect to Diagnostics Employees, and (iii) there is no strike, dispute, or work stoppage pending or threatened in writing against the operation of the Business.
(f) There is no employer of any UK and Ireland Employee that is not a Seller. Other than the UK and Ireland Employees, there are no persons employed or otherwise engaged in any plant closing the Business in the UK or employee layoff activities Ireland respectively or who could claim that they should transfer to the Buyers pursuant to TUPE.
(g) Each employer of UK Employees and Irish Employees has up to the Closing Date maintained true and accurate records regarding the service of each UK Employee and Irish Employee (including, in respect the UK, in terms of the TS Business since December 31National Minimum Wage Act of 1998 and in Ireland, 2015 that would violate or give rise to an obligation to provide any notice required pursuant the Terms of Employment (Information/Acts 1994 and 2001 and the Organisation of Working Time Act of 1997) and full disciplinary records and will deliver these records to the Worker Adjustment Retraining Buyer or to such Persons as the Buyer may direct, at the Closing Date.
(h) All UK Employees and Notification Act Irish Employees, employed in the UK, have leave to enter and remain in the United Kingdom and are entitled to work in the United Kingdom in terms of 1988the Immigration, Asylum and Nationality Xxx 0000 and all UK Employees and Irish Employees employed in Ireland have the requisite authority to work in Ireland.
(i) During the twelve (12) -month period prior to the Closing, no Seller has been party to any relevant transfer as amended, defined in TUPE (a “Relevant Transfer”). No UK Employee or Irish Employee has transferred to his employer under a Relevant Transfer who at any similar state time before the Relevant Transfer: (i) was a member of an occupational pension scheme; or local plant closing (ii) was a member of a scheme providing an interest in or mass layoff statute, rule or regulation.option over shares where that scheme has not been materially replicated by his employer
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) There are no, and since September 29, 2017 there have been no, pending or, to the Knowledge of the Employee Matters Agreement sets forth in a single file for each business unitSeller, a correct and complete listthreatened unfair labor practice charge against or affecting any Conveyed Company or, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification numberthe ownership and operation of the Business and to the Transferred Employees, job title, and job locationSeller.
(b) Except as set forth in Section 3.12(bThere are no, and since September 29, 2017 there have been no, pending or, to the Knowledge of Seller, threatened labor strike, lockout, material labor dispute, material grievance, material labor- or employment-related arbitration, slowdown, work stoppage, picketing or hand-billing against or affecting any Conveyed Company or, with respect to the ownership and operation of the Business and to the Transferred Employees, Seller.
(c) Schedule 3.15(c) of the Seller Disclosure Schedules, none Letter sets forth a list as of the Sellerdate hereof of all collective bargaining agreements or other contracts with any labor union, works counsel, labor organization or group of employees (each, a “CBA”) applicable to any Conveyed Company or the Companies Business. Other than the unions that are party to CBAs set forth on Schedule 3.15(c) of the Seller Disclosure Letter, (i) there are no CBAs or any of their Subsidiaries is a party other labor-related agreements or arrangements that are applicable to any Conveyed Company or the Business; (ii) no labor union, works council or collective other labor organization is currently certified as a bargaining contract that pertains representative for any Current Business Employee; (iii) to the NewCo Employees. To the Knowledge of the Seller, no Current Business Employee or individual providing services to any Conveyed Company or the Business is represented by any labor union, works council, or other labor organization; and (aiv) there are no, and for the three year period prior to date hereof since September 29, 2017 there have not been anyno, organizing pending or, to the Knowledge of Seller, threatened union representation questions or other organizational activities against or collective bargaining arrangements that would affect affecting any Conveyed Company or, with respect to the TS Business pending or under discussion with any labor organization or group ownership and operation of the NewCo Business and to the Transferred Employees, Seller.
(bd) there are Each Conveyed Company and, with respect to the ownership and operation of the Business and to the Transferred Employees, Seller has no labor unions material Liability for (i) any unpaid wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation and/or (ii) any fines, Taxes, interest, or other organizations representingpenalties for any failure to pay or delinquency in paying such compensation.
(e) To the Knowledge of Seller, purporting no Person is in any respect in violation or breach, in any material respect, of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to represent any Conveyed Company or attempting to represent, any NewCo Employees, and the Business or (cii) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesCurrent Business Employee, former employee of any Conveyed Company or the Business, independent contractor or temporary employee providing services to the Business, to any third party with respect to such person’s right to be employed or engaged by any Conveyed Company or the Business or to the knowledge or use of trade secrets or proprietary information.
(cf) The Seller and each Conveyed Company have satisfied any notice and consultation obligations to any labor union, works council, or other labor organization in connection with the execution of this Agreement. Except as set forth on Schedule 3.15(f) of the Seller Disclosure Letter, Seller and each Conveyed Company have no notice and consultant obligations to any labor union, works council, or other labor organization in connection with the consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(dg) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(dSchedule 3.15(g) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth Letter includes a true and complete list as of all material written notices orAugust 31, to the Knowledge 2018, of each Conveyed Company Employee and each Additional Business Employee, with each such employee’s position, base salary or wages and incentive compensation opportunity. There are no Conveyed Company Employees who do not perform his or her services primarily for or on behalf of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyBusiness.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee The attached Labor and Employment Matters Agreement Schedule sets forth in (i) a single file for each business unittrue, a correct and complete list, list of all of the Personnel as of the date hereofhereof and their positions; and (ii) a true, correct and complete list of all management, employment, severance, consulting, non-compete, confidentiality, invention, work-made-for-hire or similar agreement or contract between the Company or any of the following with respect Subsidiaries and any Personnel (each, a “Company Employee Agreement”). True, correct and complete copies of such Company Employee Agreements and information concerning all of the Personnel’s salaries, wages, bonuses and other compensation paid or payable by the Company and the Subsidiaries during 2009 and 2010 as well as dates of employment, and date and amount of last salary increase, has been made available to Buyer. Neither the Company, any of the Subsidiaries nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to enter into any Company Employee Agreement or to modify or to terminate any Company Employee Agreement (except to the extent required by Law or to confirm any such Company Employee Agreement to the requirements of any applicable Law, in each NewCo Employee: staff ID number case as previously disclosed to Buyer, or as required by this Agreement), nor has any intention to do any of the foregoing been communicated to any Personnel or other unique identification number, job title, and job locationPerson.
(b) Except as set forth in Section 3.12(b) of There are no claims (other than ordinary claims under Company Plans), disputes, actions or grievances pending or, to the Seller Disclosure SchedulesCompany’s Knowledge, none of threatened, by or between the Seller, the Companies Company or any of their the Subsidiaries and any Personnel.
(c) Except as otherwise disclosed in the Labor and Employment Matters Schedule, neither the Company nor any of the Subsidiaries is a party to any labor (i) management, employment, consulting or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge other agreements providing for employment over a period of time (other than on an “at will” basis) or for termination or severance benefits, whether written or unwritten, and whether or not conditioned upon a change in control of the SellerCompany; or (ii) change in control, (a) there are nobonus pay, and for the three year period prior to date hereof there have not been anyincentive compensation, organizing activities deferred compensation, profit-sharing, stock purchase, stock option or collective bargaining arrangements that would affect the TS Business pending similar plans, agreements or under discussion with any labor organization arrangements, whether written or group of the NewCo Employeesunwritten, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or in each case with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council individual Personnel or other employee representative bodies representing all or Person (for the avoidance of any category of NewCo Employeesdoubt, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, other arrangements with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo EmployeesPersonnel generally pursuant a Company Plan).
(d) With respect to Neither the NewCo Employees, Company nor any of the Subsidiaries (i) there is no pending charge obligated by, or complaint against the Sellersubject to, the Companies or the Companies’ Subsidiaries by any order of the National Labor Relations Board or other labor board or administration, or any comparable U.S. or foreign Governmental Authorityunfair labor practice decision, and (ii) none has engaged in any unfair labor practices within the meaning of the Seller, the Companies National Labor Relations Act or the Companies’ Subsidiaries are Railway Labor Act, (iii) is a partyparty or subject to any pending or, to the Company’s Knowledge, threatened employment, labor or civil rights dispute, controversy or grievance or any unfair labor practice proceeding with respect to claims of, or otherwise bound obligations of, any employee or group of employees, (iv) is a party or subject to any collective bargaining agreements or other agreements with any labor organization or union or other Personnel organization (and no such agreement is currently being requested by, any consent decree or is under discussion by management with, any Personnel or citation byothers), nor (v) has received any Governmental Authority relating to such NewCo Employees notice that any labor representation request is pending or employment practices. With is threatened with respect to any employees of the NewCo Employees, Company or any of its Subsidiaries. No work stoppage or labor strike against the Seller, Company or any of the Companies Subsidiaries by any Personnel is pending or threatened.
(e) Each of the Company and the Companies’ Subsidiaries are and since January 1, 2013 have been is (i) in compliance in all material respects with all applicable Law regarding Laws respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees)labor, terms and conditions of employment and wages and hours hours, in each case, with respect to Personnel, (including classification of employees ii) has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries and equitable pay practicesother payments to Personnel, (iii) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a wholeCompany’s Knowledge, and, except as set forth in Section 3.12(d) not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the Seller Disclosure Schedulesforegoing, no claims relating to non-compliance with the foregoing are pending or, and (iv) to the Knowledge of the SellerCompany’s Knowledge, threatened. With not liable for any payment to any trust or other fund or to any Governmental Authority, with respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyPersonnel.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Labor and Employment Matters. (a) Section 2.1(aExcept as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Steel, (A) neither Steel nor any of its Subsidiaries has received written notice during the past three (3) years of the Employee Matters Agreement sets forth intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety, insurance/workers compensation or immigration laws to conduct an investigation of Steel or any of its Subsidiaries and, to the Knowledge of Steel, no such investigation is in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job titleprogress, and (B) no judgment, consent decree, conciliation agreement, or arbitration award imposes continuing remedial obligations or otherwise limits or affects Steel’s or its Subsidiaries’ ability to manage their employees, service providers, or job locationapplicants.
(b) Except as set forth as, individually or in Section 3.12(b) of the Seller Disclosure Schedulesaggregate, none of the Seller, the Companies or any of their Subsidiaries is would not reasonably be expected to have a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the SellerMaterial Adverse Effect on Steel, (aA) there are nono labor union, and for the three year period prior to date hereof there have not been anyworks council, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, employees of Steel or any of its Subsidiaries (b“Steel Labor Organization”) has made a pending demand for recognition and there are no labor unions representation proceedings or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are petitions seeking a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are representation proceeding presently pending or, to the Knowledge of Steel, threatened to be brought or filed, with the Seller, threatened. With respect National Labor Relations Board or other labor relations tribunal; (B) to the NewCo EmployeesKnowledge of Steel, there is no (xand has not been in the last three (3) years) union organizing effort pending or threatened against Steel or any of its Subsidiaries; (C) there are is no material outstanding assessments(and has not been in the last three (3) years) unfair labor practice, penalties, fines, liens, charges, surcharges, labor dispute or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices labor arbitration proceeding pending or, to the Knowledge of the SellerSteel, other material communications received threatened against Steel or any of its Subsidiaries; and (D) there is no (and has not been in the two year period prior last three (3) years) organized labor strike, lockout, slowdown, or work stoppage in effect or, to date hereof the Knowledge of Steel, threatened, with respect to any employees of Steel or any of its Subsidiaries.
(c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Steel, within the past six months: (A) there has been no “mass layoff” or “plant closing” (as defined by the Seller, Worker Adjustment and Retraining Act of 1998 or any similar Applicable Law (the Companies “WARN Act”)) with respect to Steel or its Subsidiaries; (B) Steel and its Subsidiaries have not been affected by any transaction that would trigger the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation application of the Occupational Safety WARN Act; and Health (C) Steel and its Subsidiaries have not engaged in layoffs or employment terminations sufficient in number to trigger application of the WARN Act or similar state or local laws. To the Knowledge of 1970Steel, neither Steel nor any of its Subsidiaries has, or is reasonably expected to have, any material outstanding liabilities under the WARN Act.
(d) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Steel, Steel and each of its Subsidiaries is in compliance with all Applicable Laws respecting labor, employment, employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including all Applicable Laws respecting classification of service providers as amendedemployees and independent contractors, non-discrimination, whistleblowing, classification of exempt and non-exempt employees, immigration (including Forms I-9), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), child labor, affirmative action, workers’ compensation, labor relations, employee leave issues, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyunemployment insurance).
(e) Section 4.11(e) of the Steel Disclosure Letter sets forth all collective bargaining agreements, union contracts and similar labor agreements in effect with any U.S. Steel Labor Organizations that cover any employees of Steel or any of its Subsidiaries or to which Steel or any of its Subsidiaries is a party or otherwise bound (a “U.S. Steel Labor Agreement”). True and complete copies of all U.S. Steel Labor Agreements listed in Section 4.11(e) of the Steel Disclosure Letter have been made available to Copper prior to the date of this Agreement. Neither Steel nor any of its Subsidiaries is subject to any pre-signing or pre-Closing obligation to inform, provide notice to, consult, bargain with, or obtain the Seller nor its Affiliates has engaged consent of any Steel Labor Organization in connection with this Agreement and the arrangements proposed in this Agreement or the Closing (whether under Applicable Law or any written Steel Labor Agreement) which are unsatisfied in any plant closing material part as of such date.
(f) Except as, individually or employee layoff activities in respect of the TS Business since December 31aggregate, 2015 that would violate or give rise not reasonably be expected to an obligation to provide any notice required pursuant have a Material Adverse Effect on Steel, (A) to the Worker Adjustment Retraining Knowledge of Steel, the current employees of Steel and Notification Act its Subsidiaries who work in the U.S. are authorized and have appropriate documentation to work in the United States, and (B) Steel and its Subsidiaries have never received any “no match” notices from U.S. Immigration and Customs Enforcement, the Social Security Administration or the IRS.
(g) (A) In the past five (5) years, no material allegations of 1988, as amended, sexual harassment or sexual misconduct have been made against any current or former officer or executive of Steel or any similar state of its Subsidiaries, and neither Steel nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or local plant closing sexual misconduct by an officer or mass layoff statuteexecutive, rule (B) Steel and its Subsidiaries have reasonably investigated all sexual harassment and material misconduct allegations against, any officers, executives or regulationsenior supervisory employees in the past five (5) years, (C) with respect to any such allegations against officers or executives in the past five (5) years, where merited, Steel and its Subsidiaries have taken corrective action that is reasonably calculated to prevent further improper conduct, and (D) Steel and its Subsidiaries have not incurred, and, to the Knowledge of Steel, no circumstances exist under which Steel or its Subsidiaries would reasonably be expected to incur, any material liability arising from such allegations.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)
Labor and Employment Matters. (a) Except as disclosed on Section 2.1(a5.15(a) of the Employee Matters Agreement sets forth in a single file for each business unitDisclosure Schedules, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number of the Sellers (a) there is no collective bargaining agreement or other unique identification numberrelationship with any labor organization; (b) no labor strike, job titlework stoppage, and job locationor slowdown, is underway or, to the Knowledge of such Seller, threatened; (c) there is no labor or employment-related Claim, relating to an alleged violation or breach by either Seller of any law, regulation or contract, (d) no employee or agent of either Seller has committed any act or omission giving rise to material liability for any violation or breach identified in (c) above; (e) there is no wxxxxxx’x compensation or workplace safety liability, experience or matter that could have a Material Adverse Effect.
(b) Except as set forth in disclosed on Section 3.12(b5.15(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions employment contracts or other organizations representing, purporting to represent or attempting to represent, severance agreements with any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employeesemployees of either Seller.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereofthis transaction, Seller any consent or notice required under any law or collective bargaining agreement has satisfied as of the date hereofbeen given, andand all bargaining obligations with any employee representative have been, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy or prior to the Closing Date, all requirements to inform, consult with or provide notice will be satisfied. Except as set forth in Section 5.15(c) of the transactions contemplated by this AgreementDisclosure Schedules, including implementing within the Reorganizationpast three years, to any labor union, works council or other employee representative bodies representing all none of the Sellers or any category of NewCo Employeestheir Affiliates has implemented any plant closing or layoff of employees that could implicate the WARN Act (or any similar foreign, state or local law, regulation or ordinance relating to the termination of employment), and no such action will be implemented without advance notification to the Buyers.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d5.15(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true an accurate and complete list of all material written notices oreach employee of Mxxxxx Canada (the “Mxxxxx Canada Employees”) and includes the age, to position, status, (including whether the Knowledge employee is currently on layoff or a leave of absence, the reason for the leave of absence and the anticipated date of return), date of hire, total compensation and benefits of each of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyMxxxxx Canada Employees.
(e) Neither the Seller Mxxxxx Canada nor any of its Affiliates predecessors is or ever has engaged in any plant closing been a party to a collective bargaining or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationlabor agreement.
Appears in 1 contract
Labor and Employment Matters. With respect to employees of and service providers to the Company and the Subsidiaries: (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies Company and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding laws respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours hours, including without limitation any such laws respecting employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and have not and are not engaged in any unfair labor practice; (including classification of employees and equitable pay practicesb) and applicable Law in respect of there is not now, nor within the past three years has there been, any reduction in force (including notice, information and consultation requirements), except as would not be material to unfair labor practice complaint against the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are Company or any Subsidiary pending or, to the Knowledge Company's Knowledge, threatened before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's or any Subsidiary's knowledge, threatened against or directly affecting the Company or any Subsidiary; (d) to the Company's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's Knowledge, no claims therefor exist or have been threatened; (f) the employees of the SellerCompany and the Subsidiaries are not and have never been represented by any labor union, threatened. With respect and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the Company or any Subsidiary; and (g) to the NewCo EmployeesCompany's Knowledge, all persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so. To the Company's knowledge, none of the employees of the Company or any of its Subsidiaries is obligated under any contract or other agreement (x) there are no material outstanding assessmentsincluding licenses, penalties, fines, liens, charges, surchargescovenants or commitments of any nature), or other amounts due subject to any judgment, decree or owing order of any court or administrative agency, that materially interferes with the use of the employee's best efforts to promote the interests of the Company and its Subsidiaries or conflicts with the business as proposed to be conducted by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Cahill Edward L)
Labor and Employment Matters. (a) Section 2.1(a) 3.12 of the Employee Matters Agreement Company Disclosure Schedule sets forth in a single file for each business unit, a correct and complete list, as of all collective bargaining agreements to which or by which the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies Company or any of their Subsidiaries 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 labor or collective bargaining contract that pertains agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary, nor, to the NewCo Employees. To the Knowledge knowledge of the SellerCompany, (a) are there are noany such employees represented by a labor union, and for the three year period prior to date hereof there have not been any, organizing activities works council or collective bargaining arrangements that would affect the TS Business pending or under discussion with any other labor organization or group activities or proceedings of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from 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 employee representative bodies representing all 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 category of NewCo EmployeesSubsidiary, threatened work stoppage, slowdown, labor strike, lockout or from labor dispute against or affecting the Company or any NewCo EmployeeSubsidiary. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, The Company and its Subsidiaries (a) have no direct or indirect liability with respect to requirements that must be satisfied as any misclassification of any time following the date hereofPersons as an independent contractor rather than as an employee, Seller will satisfy prior except for those misclassifications that have not had, and would not reasonably be expected to the Closing Datehave, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesa Company Material Adverse Effect, (ib) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in material compliance in with all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of Laws respecting employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensationhours, and (yc) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of have complied in all material written notices or, respects with Executive Order 11246 and any similar Laws regarding affirmative action and nondiscrimination applicable to government contractors. The Company and its Subsidiaries are and have been in compliance with all notice and other requirements under the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Workers' Adjustment Retraining and Notification Act of 1988, as amended, or and any similar state or local Laws relating to plant closing or mass layoff statute, rule or regulationclosings and layoffs.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Labor and Employment Matters. (a) Section 2.1(a) Seller has previously delivered and Buyer acknowledges receipt of the Employee Matters Agreement sets forth in a single file for schedules that identify each business unitcurrent Business Employee, a correct and complete listhis or her name, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number position or other unique identification number, job title, and job locationbase salary or wages, bonus (including the target cash bonus opportunity), in each case as of August 1, 2003.
(b) Except as set forth in Section 3.12(b) of With respect to the Business Employees, the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is not a party to, or bound by, any collective bargaining agreement, shop floor agreement contract or other agreement or understanding with a labor union or labor organization.
(c) No Proceeding regarding any unfair labor practice or requiring the Seller with respect to the Business to bargain with any labor organization as to wages or collective bargaining contract that pertains conditions of employment involving the Business has been commenced nor is any such proceeding, to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employeesthreatened.
(d) With respect to the NewCo Employees, (i) there There is no pending charge strike, work stoppage, material dispute, lockout or complaint against other material labor controversy involving the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With threatened (other than broad actions that are not targeted solely at the Seller with respect to the NewCo EmployeesBusiness) and, (x) there are no material outstanding assessmentswith respect to the Business, penaltiesthe Seller has not experienced a labor strike, fineslabor disturbance, liensslowdown, charges, surcharges, work stoppage or other amounts due or owing by material labor dispute at any time during the three years immediately preceding the date of this Agreement.
(e) To the Knowledge of the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, there is no organizational campaign being conducted and (y) there are is no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices pending or, to the Knowledge of the Seller, threatened petition before any governmental authority or other material communications received in question as to the two year period prior representation of any of the Business Employees, nor has there been any such activity at any time during the last three years immediately preceding the date of this Agreement.
(f) Except as set forth on Schedule 2.13(f) of the Seller Disclosure Schedules, there are no known, or to date hereof by the Knowledge of the Seller, threatened claims or Proceedings against the Companies Seller by Business Employees or former Business Employees for unpaid wages, wrongful termination, accidental injury or death, sexual or other unlawful harassment or discrimination or violation of any employment Laws.
(g) Except as set forth on Schedule 2.13(g) of the Companies’ Subsidiaries from Seller Disclosure Schedules, the Seller with respect to the Business (i) is in compliance in all material respects with all applicable federal, state and local Laws respecting employment (including any Governmental Authority or other third-party regarding any actual or possible violation Requirement of the Occupational Safety and Health Act Administration), employment practices, labor, terms and conditions of 1970employment and wages and hours, as amendedin each case, with respect to the Business Employees, (ii) has withheld all material amounts required by Law or by agreement to be withheld from wages, salaries and other payments to the Business Employees and (iii) has no material liability for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing, and the rules promulgated thereunder or Seller has not received within the past three years any other applicable law establishing standards of, or otherwise relating to, workplace safetynotice of failure to comply with any of these requirements that have not been rectified.
(eh) Neither The Seller has on file a valid Form I-9 for each current Business Employee hired by the Seller. To the Knowledge of the Seller, all Business Employees are (i) United States citizens or lawful permanent residents of the United States, (ii) aliens whose right to work in the United States is unrestricted, (iii) aliens who have valid, unexpired work authorization issued by the Attorney General of the United States (Immigration and Naturalization Service) or (iv) aliens who have been continually employed by the Seller since November 6, 1986. With respect to the Business Employees, the Seller has not been the subject of an immigration compliance or employment visit from, nor its Affiliates has engaged in the Seller been assessed any plant closing fine or employee layoff activities in respect penalty by, or been the subject of any order or directive of, the United States Department of Labor or the Immigration and Naturalization Service.
(i) Except as set forth on Schedule 2.13(i) of the TS Seller Disclosure Schedules, the Seller has not terminated the employment of any Business Employee since December 31April 15, 2015 that would violate 2003, excluding voluntary resignation and termination for cause. Schedule 2.13(i) of the Seller Disclosure Schedules states the number of Business Employees terminated by the Seller since April 15, 2003 and contains a complete and accurate list of the following information for each Business Employee who has been terminated or give rise to an obligation to provide any notice required pursuant laid off, or whose hours of work have been reduced by more than fifty percent (50%) by the Seller, in the six (6) months prior to the Worker Adjustment Retraining date of this Agreement: (i) the date of such termination, layoff or reduction in hours; (ii) the reason for such termination, layoff or reduction in hours and Notification (iii) the location to which the employee was assigned.
(j) With respect to the Business, the Seller is in compliance in all material respects with the WARN Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationLaw.
Appears in 1 contract
Labor and Employment Matters. With respect to employees of and service providers to Seller:
(a) Section 2.1(a) of the Employee Matters Agreement Schedule A.18 hereto sets forth in a single file for each business unit, a correct and complete an accurate list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification numberall officers, job titledirectors, and job locationemployees of Seller and lists all employment agreements with such officers, directors, and employees, the rate of compensation and the bonus compensation of each such person as of the date hereof or the date upon which the most recent bonus was paid. In addition to all written employment, agency or independent contractor agreements, Seller will provide Purchaser with written descriptions of the terms of any oral agreement between Seller or the Stockholders, on the one hand, and employees, agents or independent contractors, on the other hand, and Seller will endeavor in good faith to have such oral agreements confirmed in writing by the employee, agent or independent contractor.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding laws respecting employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours hours, including without limitation any such laws respecting employment discrimination, workers' compensation, family and medical leave, the Immigration
(including classification of employees and equitable pay practicesc) and applicable Law in respect of there is not now, nor within the past three (3) years has there been, any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the unfair labor practice complaint against Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge best of Seller's knowledge, threatened before the Seller, threatened. With respect to the NewCo Employees, National Labor Relations Board or any other comparable authority;
(xd) there are no material outstanding assessmentsis not now, penaltiesnor within the past three (3) years has there been, finesany labor strike, liens, charges, surcharges, slowdown or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices stoppage actually pending or, to the Knowledge best of the Seller's knowledge, other material communications received in the two year period prior to date hereof by the threatened against or directly affecting Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.;
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining best of Seller's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years;
(f) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the best of Seller's knowledge, no claims therefor exist or have been threatened;
(g) the employees of Seller are not and Notification Act have never been represented by any labor union, and no collective bargaining agreement is binding and in force against Seller or currently being negotiated by Seller; and
(h) all persons classified by Seller as independent contractors do satisfy and have satisfied the requirements of 1988law to be so classified, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationand Seller has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.
Appears in 1 contract
Samples: Assets Purchase Agreement (National Insurance Group /Ca/)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b3.13(a)(i) of the Seller Disclosure Schedules, none of within the Seller, the Companies or any of their Subsidiaries is last (3) three years (i) no Acquired Company has been a party to to, or bound by, any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions agreement or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or Contract with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any a labor union, works council or other labor organization (a “Collective Bargaining Agreement”); (ii) no employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller Acquired Companies has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated been represented by this Agreement, including implementing the Reorganization, to any labor a union, works council or other employee collective bargaining representative bodies representing all or any category of NewCo Employees.
(da “Labor Representative”) With with respect to his or her employment at the NewCo EmployeesAcquired Companies; (iii) no Acquired Company has been subject to a strike, lockout, slowdown, work stoppage, unfair labor practice, complaint, grievance, arbitration, proceeding or other material labor dispute and, to the Knowledge of the Sellers, none is threatened; and (iiv) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by petition has been filed with the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any other Governmental Authority relating requesting certification of a Labor Representative or approval to such NewCo Employees or employment practicesconduct an election for a Labor Representative. With To the Knowledge of Sellers, there are no organizational efforts with respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination formation of employment, notices to employees, employing a collective bargaining unit or works council presently being made or threatened involving employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees Acquired Companies. No trade union has applied to have the Acquired Companies declared a common or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and single employer pursuant to applicable Law in any jurisdiction in which the Acquired Companies carry on business.
(b) The Transactions will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) employees of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, Acquired Companies.
(xc) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d3.13(c)(i) of the Seller Disclosure Schedules sets forth a list of all active officers and employees of the Acquired Companies with annual compensation of at least $350,000, redacted as necessary to comply with applicable privacy laws, specifying their position, employment status (active or a description of leave), annual rate of base compensation, 2016 and 2017 target bonus opportunities, 2016 bonus paid or payable, date of hire and employer work location, and other benefits provided to each employee, together with an appropriate notation next to the name of any officer or employee on such list who is subject to any written employment agreement, termination or severance agreement, retention agreement, change in control agreement, non-competition or non-solicitation agreement, or any other agreement. Except for the Excluded Employees, all employees and officers of the Acquired Companies listed in Section 3.13(c)(i) of the Disclosure Schedule are entirely dedicated to the business of the Acquired Companies and no employee who is not entirely dedicated to the business of the Acquired Companies will be employed by the Acquired Companies as of the Closing Date. Except as set forth in Section 3.13(c)(ii) of the Seller Disclosure Schedules, there are no employees of the Sellers that are primarily dedicated to the business of the Acquired Companies who are not employed by the Acquired Companies. Section 3.13(c)(iii) of the Seller Disclosure Schedules sets forth a list of all employees, consultants and independent contractors of the Acquired Companies who will be terminated on or before the Closing Date (collectively, the “Excluded Employees”) and such Excluded Employees are not primarily dedicated to the business of the Acquired Companies.
(d) Section 3.13(d) of the Seller Disclosure Schedules contains a true and complete list of all material written notices or, of the independent contractors and consultants of the Acquired Companies who provide services to the Knowledge Acquired Companies regularly and on basis similar to employees and whose fees in 2016 were at least $350,000 or whose anticipated fees in 2017 will be at least $350,000, specifying their services, fee schedule and total amount of the Seller, other material communications received all fees paid or accrued for such services provided in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety 2016 and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety2017.
(e) Each Acquired Company is in material compliance, and within the last three (3) years has complied in all material respects, with all applicable Laws respecting employment and employment practices, labor, and terms and conditions of employment, including but not limited to wages and hours, labor relations, employment discrimination, disability rights or benefits, human rights, civil rights, family and medical leave, the collection and payment of withholding or social security taxes, civil rights, pay equity, equal employment opportunity, plant closure and mass layoff, including the Worker Adjustment and Retraining Notification Act of 1988 and similar state, local and foreign laws, immigration, background checks, government contracting, affirmative action, leaves of absence, occupational health and safety, workers compensation and unemployment insurance. Each Acquired Company has properly classified in all respects in accordance with all applicable Laws all of its service providers as either employees or independent contractors and as exempt or non-exempt from overtime requirements. Neither the Seller Acquired Companies nor its Affiliates has engaged in any Acquired Subsidiary have taken any action that could constitute a plant closing closure, mass layoff, or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to mass termination under the Worker Adjustment Retraining and Notification Act of 19881988 (“WARN”) or otherwise trigger notice requirements or liability under federal, as amendedlocal, state, or foreign applicable Law, and have not incurred any material liability under WARN or any similar state foreign, state, or local plant closing layoff notice Law that remains unsatisfied. Except as set forth in Section 3.13 of the Seller Disclosure Schedules, there are no pending or, to the Knowledge of Sellers, threatened Actions, audits or mass layoff statuteinvestigations relating to any employment or labor matter that individually or in the aggregate could reasonably be expected to cause the Acquired Companies to incur any material liability, rule and no Acquired Company has been subject to any such Actions, audits or regulationinvestigations during the last three years.
(f) To the Knowledge of the Sellers, no employee of any Acquired Company is in violation of any term of any employment, restrictive covenant or nondisclosure agreement or common law nondisclosure obligation or fiduciary duty to the Acquired Company or to a former employer of any such employee relating to the right of any such employee to be employed by the Acquired Company. The Acquired Companies have not sought to enforce any non-competition or customer non-solicitation Contract covering a former employee of the Acquired Companies in the past three (3) years.
(g) Except as set forth in Section 3.13(g) of the Seller Disclosure Schedules, (i) the Acquired Companies are not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses, vacation time, incentive payments or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees; and (ii) the Acquired Companies are not delinquent in the payment of fees for services to any independent contractor or consultant identified in Section 3.13(d) of the Seller Disclosure Schedules.
Appears in 1 contract
Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
Labor and Employment Matters. (a) Each of the Group Companies is in material compliance with all applicable Laws, agreements, contracts, policies, plans, and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including but not limited to any obligations pursuant to the United States Worker Adjustment and Retraining Notification Act of 1988 (or similar laws) (the “WARN Act”), and the classification of employees as exempt or non-exempt from overtime pay requirements, the provision of meal and rest breaks, pay for all working time, withholding and payment of employment taxes and the proper classification of individuals as nonemployee contractors or consultants. Except as set forth in Section 2.1(a3.15(a) of the Employee Matters Agreement Company Disclosure Letter, none of the Group Companies has closed any site of employment or implemented any group terminations or layoffs of employees sufficient to trigger the notice requirements of the WARN Act, or implemented any early retirement, separation or window program within the past three (3) years, nor has any Group Company planned or announced any such action or program for the future. Each Group Company has satisfied their payment obligations with respect to all wages, severance, allowances, commissions and other compensation required to be paid under any labor contract or applicable Law to the current and former employees and third party contractors of the Group Companies in all material respects.
(b) Section 3.15(b) of the Company Disclosure Letter sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of each material Benefit Plan. With respect to each material Benefit Plan, the following Company has made available to SPAC, to the extent applicable, true, complete, and correct copies of (A) such Benefit Plan (or, if not written a written summary of its material terms) and all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each NewCo Employee: staff ID number such Benefit Plan where applicable, (D) the most recent actuarial report or other unique identification numberfinancial statement relating to such Benefit Plan, job title(E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Benefit Plan and any pending request for such a determination letter, and job location(F) any material, non-routine correspondence with any Governmental Authority with respect to the Benefit Plans. All Benefit Plans are and have at all times been maintained in compliance with all applicable Laws in all material respects. Except as set forth in Section 3.15(b) of the Company Disclosure Letter, each Group Company is in compliance with all applicable Laws and Contracts in all material respects relating to its provision of any form of social insurance, and has paid, or made provision for the payment of, all social insurance contributions required under applicable Laws and Contracts in all material respects.
(bc) Except as set forth in Section 3.12(b3.15(c) of the Seller Company Disclosure SchedulesLetter: (x) there has not been, and to the Knowledge of the Company, there is not now pending or threatened, any strike, union organization activity, lockout, slowdown, picketing, or work stoppage or any unfair labor practice charge against any Group Company; and (y) no Group Company is bound by or subject to (and none of the Sellertheir assets or properties is bound by or subject to) any written Contract, the Companies commitment or arrangement with any labor union or works council, or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employeesagreements. To the Knowledge of the SellerCompany, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business no pending or under discussion with threatened Actions, charges, complaints, material grievance, audit, investigation, or inquiry by or on behalf of any employee, prospective employee, former employee, labor organization or group other representative of the NewCo EmployeesGroup Companies’ employees, (b) there are no or otherwise concerning labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or employment matters with respect to any NewCo Employees.
(c) The consummation Group Company, except for such Actions that would not, individually or in the aggregate, be expected to be material to the Group Companies. To the Knowledge of the transactions contemplated by this AgreementCompany, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there no Group Company is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees employees or employment practices. With respect .
(d) No Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is subject to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices Title IV of ERISA (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees“Title IV Plan”), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including noticeno Group Company has sponsored or contributed to, information and consultation requirements), except as would not be material been required to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surchargescontribute to, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding had any actual or possible violation contingent liability under, a Multiemployer Plan or Title IV Plan at any time within the previous six (6) years. No Group Company has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied. No Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any Group Company for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the Occupational Safety and Health Act full cost of 1970, as amended, and which is borne by the rules promulgated thereunder current or any other applicable law establishing standards of, former employee (or otherwise relating to, workplace safetyhis or her beneficiary).
(e) Neither Except as set forth on Section 3.15(e) of the Seller nor its Affiliates has engaged Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of any Group Company to any severance pay or any other compensation payable by any Group Company, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such employee, officer or other individual service provider by any Group Company, or (iii) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Benefit Plan on or following the consummation of the transactions contemplated by this Agreement. The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, result in any plant closing or employee layoff activities in respect “excess parachute payment” under Section 280G of the TS Business since December 31Code. No Benefit Plan provides for a Tax gross-up, 2015 that would violate make whole or give rise to an obligation to provide any notice required pursuant similar payment with respect to the Worker Adjustment Retraining and Notification Act Taxes imposed under Sections 409A or 4999 of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationthe Code.
Appears in 1 contract
Samples: Business Combination Agreement (APRINOIA Therapeutics Holdings LTD)
Labor and Employment Matters. (a) Section 2.1(a) of To the Employee Matters Agreement sets forth in a single file for each business unitCompany’s Knowledge, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Selleron Schedule 4.18(a), the Companies Company is, and for the two (2) years prior to the date hereof has been, in compliance in all material respects with all applicable Laws and regulations respecting employment and employment practices, including provisions relating to overtime pay, wages and hours, equal opportunity, collective bargaining, nondiscrimination, harassment, immigration, occupational health and safety, and the payment of social security and other payroll Taxes. Except as described in Schedule 4.18(a) hereto, the Company has not instituted any “freeze” of, or delayed or deferred the grant of, any cost-of-living or other salary adjustments for any of their Subsidiaries is a party its employees since January 1, 2015, and no such freezes or temporary salary adjustments instituted prior to any labor or collective bargaining contract that pertains to the NewCo EmployeesJanuary 1, 2015 are currently in effect. To the Knowledge of the SellerCompany, (a) there are no, and for the three year period prior to date hereof there have not been any, no organizing activities or collective bargaining arrangements that would could affect the TS Business Company pending or under discussion with any labor organization or group of employees of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo EmployeesCompany, and (c) there are no, and for to the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation Knowledge of the transactions contemplated by this Agreement, including implementing Company no such activities have occurred in the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employeefive (5) years preceding the date hereof. With respect to requirements that must be satisfied as of In the five (5) years preceding the date hereof, Seller there has satisfied as not been any labor strike, slowdown or work stoppage by any employees of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is Company. There are no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With threatened charges of unfair labor practices, employment discrimination or other wrongful action before any Governmental Body with respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing any aspect of employment of any person by the SellerCompany employed or formerly employed by the Company. Except as set forth on Schedule 4.18(a), the Companies Company has not received, within the past five (5) years, any written notification of any grievances, complaints or charges that have been filed against the Companies’ Subsidiaries pursuant Company under any dispute resolution procedure (including any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed. The Company has not received written notice of pending or threatened changes of employment status with respect to (including resignation of) the current senior management or key supervisory personnel of the Company. Except as set forth in Schedule 4.18, the Company has not classified an individual as an “independent contractor” or of similar status who, according to a Plan or Contract or applicable law regarding unemployment Law, should have been classified as an employee or of similar status. The Company has no “leased employees” within the meaning of Section 414(n) of the Code.
(b) Schedule 4.18(b) contains a complete and accurate list of the following information for each employee, director, officer or manager of the Company, including each employee on leave of absence or layoff status: name; job title (including whether full or part time); current compensation benefitspaid or payable and any change in compensation since January 1, social security 2015; immigration status; a description of the fringe benefits provided to such employee as of the date of this Agreement; tenure with the Company; and service credited for purposes of vesting and eligibility to participate under the Plans.
(c) No director or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience officer of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orand, to the Knowledge of the SellerCompany, no other Company employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such employee, director or officer and any other Person (“Proprietary Rights Agreement”) that in any way adversely affects or will affect (i) the performance of his duties as an employee, director or officer of the Company, or (ii) the ability of the Company to conduct its Business.
(d) Except as set forth on Schedule 4.18(d), all employees of the Company are employed by the Company on an “at will” basis.
(e) Except as set forth in Schedule 4.18(e), as of the Effective Date, all compensation, including wages, commissions and employment taxes, social security payments and similar governmental payments, payable to (or for the benefit of) employees, independent contractors or consultants of the Company for services performed on or prior to the Effective Date have been paid in full.
(f) Schedule 4.18(f) sets forth all consulting arrangements between the Company and any Person. The Company is in compliance in all material communications received respects with all laws applicable to such consulting arrangements.
(g) Except as set forth on Schedule 4.18(g), each employee of the Company is properly classified with respect to eligibility for minimum wage and overtime under the FLSA and similar applicable state laws. To the Company’s Knowledge, all employees of the Company who reside and/or work in the two year period prior United States are residing and/or working in the United States (i) free of any restrictions or limitations on their ability to date hereof by accept employment lawfully in the SellerUnited States and (ii) in compliance with all applicable Laws, rules and regulations relating to immigration and naturalization, including but not limited to, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Immigration Act of 19701997, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect Labor Condition Application requirements and regulations of the TS Business since December 31U.S. Department of Labor. Except as set forth on Schedule 4.18(g), 2015 that would violate no action, suit, proceeding, hearing, charge, complaint or give rise to an obligation to provide any notice required pursuant claim has been filed or commenced against the Company or, to the Worker Adjustment Retraining Company’s Knowledge, threatened, by or on behalf of any employees, that (a) alleges any failure so to comply or (b) seeks removal, exclusion or other restrictions on (i) such employee’s ability to reside and/or accept employment lawfully in the United States and/or (ii) the Company’s continued ability to sponsor employees for immigration benefits and, to the Company’s Knowledge, there is no reasonable basis for any of the foregoing. To the Company’s Knowledge, there is no reasonable basis to believe that any employee will not be able to continue to so reside and/or accept employment lawfully in the United States in accordance with all such Laws, rules and Notification Act regulations. The Company and its personnel maintain all security clearances which are necessary for the Company’s operation of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationthe Business.
Appears in 1 contract
Samples: Stock Purchase Agreement (Consolidated Water Co LTD)
Labor and Employment Matters. (a) Section 2.1(a5.17(a) of the Employee Matters Agreement sets forth in a single file for each business unitCompany Disclosure Schedule lists the names and current position, a correct annual salary rates or current hourly wages, bonus opportunity, hire date, credited service, accrued vacation or paid time off, principal work location and complete list, as leave status of all present employees of the date hereofCompany and each of its Subsidiaries and each such employee’s status as being exempt or nonexempt 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 following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job locationUnited States.
(b) Except as set forth in Section 3.12(b) of Neither the Seller Disclosure Schedules, none of the Seller, the Companies or Company nor any of their its Subsidiaries is a party to to, bound by or subject to, or is currently negotiating in connection with entering into, any labor or collective bargaining contract that pertains to the NewCo Employeesagreement or understanding with a labor union or organization. To the Knowledge None of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group employees of the NewCo Employees, (b) there are no labor unions Company or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened of its Subsidiaries is represented by or any union with respect to any NewCo Employees.
(c) The consummation of his or her employment by the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employeesuch Subsidiary. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, There is no (i) there is no pending charge material unfair labor practice, labor dispute (other than routine individual grievances) or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are arbitration proceeding pending or, to the Knowledge of the SellerCompany, threatened. With respect to threatened involving the NewCo EmployeesCompany or any of its Subsidiaries, (xii) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, activity or other amounts due proceeding by a labor union or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant representative thereof to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience organize any employees of the Company or any of its Subsidiaries. Section 3.12(d, or (iii) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orlockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees pending, or to the Knowledge of the SellerCompany, other material communications received in threatened against the two year period prior to date hereof Company or any of its Subsidiaries, and during the last three (3) years there has not been any such action.
(c) Since January 1, 2010, (i) there has been no “mass layoff” or “plant closing” as defined by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation Worker Adjustment and Retraining Notification Act of 1998 in respect of the Occupational Safety Company or any of its Subsidiaries and Health (ii) neither the Company nor any of its 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.
(d) Schedule 5.17(d) 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 5.17(d) of the Company Disclosure Schedule, neither the Company nor any Subsidiary thereof engages or retains any independent contractors, consultants, agents or agency employees.
(e) The Company is in compliance in all material respects with all Applicable Law respecting employment including discrimination 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 19701938, as amended, and any similar Applicable Law), wages, hours and occupational safety and health and employment practices, including the rules promulgated thereunder or Immigration Reform and Control Act, and is not engaged in any other applicable law establishing standards of, or otherwise relating to, workplace safetyunfair labor practice.
(ef) Neither The compensation committee of the Seller nor Company Board (each member of which the Company Board has determined is an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act): (i) at a meeting duly called and held, duly adopted resolutions approving each employment, compensation severance and employee benefit agreement, arrangement or understanding entered into on or before the date hereof by the Company or any of its Affiliates has engaged in any plant closing with current or employee layoff activities in respect future directors, officers or employees of the TS Business since December 31Company and its Affiliates as an “employment compensation, 2015 severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act; and (ii) has taken all other actions and made all other determinations necessary or advisable to ensure that would violate or give rise to an obligation to provide any notice required pursuant to such arrangements fall within the Worker Adjustment Retraining and Notification Act safe harbor provisions of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationRule 14d-10(d).
Appears in 1 contract
Samples: Merger Agreement (Responsys Inc)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) Schedule 5.17(a), neither the Company nor any of the Seller Disclosure SchedulesCompany Subsidiaries is, none of or within the Sellerpreceding six years has been, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employeesagreement or other labor union agreement, nor is any such collective bargaining agreement being negotiated. To the Knowledge of the SellerCompany, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing no activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with proceedings are underway by any labor organization or group union to organize any employees of the NewCo Employees, (b) there are no labor unions Company or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this AgreementCompany Subsidiaries. No work stoppage, including implementing slowdown or labor strike against the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there Company Subsidiaries is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With To the Knowledge of the Company, the Company and the Company Subsidiaries (i) have no direct or indirect Liability with respect to any misclassification of any Person as an independent contractor or temporary worker hired through a temporary worker agency rather than as an employee, (ii) are in compliance in all material respects with all applicable foreign, federal, state and local Laws respecting employment, employment practices, labor relations, fair employment, employment discrimination, health and safety, terms and conditions of employment, wages and hours, workers compensation, unemployment Laws, immigration Laws (including proper completion and processing of Forms I-9 for all employees) and social security Laws and (iii) have not received any written remedial order or notice of offense under applicable occupational health and safety Law.
(b) Neither the Company nor any of the Company Subsidiaries has incurred, and nor do either of them reasonably expect to incur, any Liability under the Worker Adjustment and Retraining Notification Act, and the regulations promulgated thereunder (the “WARN Act”), or any similar state or local Law which remains unsatisfied. There has been no “mass layoff” or “plant closing” as defined by the WARN Act with respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies Company or the Companies’ Company Subsidiaries pursuant within the six (6) months prior to applicable law regarding unemployment compensation benefits, social security the Closing.
(c) There is no unfair labor practice charge or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of complaint against the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices Company Subsidiaries pending or, to the Knowledge of the SellerCompany, other material communications received in threatened, before the two year period prior to date hereof by the SellerNational Labor Relations Board, the Companies any court or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding Body.
(d) Except as described in Schedule 5.17(d), with respect to the Company and any actual or possible violation of the Occupational Safety and Health Act Company Subsidiaries, there are no pending or, to the Knowledge of 1970the Company, as amendedthreatened actions, and the rules promulgated thereunder 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, marital status, or any other applicable law establishing standards ofrecognized protected class, status or otherwise relating toattribute under any federal, workplace safetystate, local or foreign equal employment Law prohibiting discrimination, (ii) representation petitions or unfair labor practices, (iii) occupational safety and health, (iv) workers’ compensation, (v) wrongful termination, negligent hiring, invasion of privacy or defamation or (vi) immigration or any other claims under state or federal labor Law.
(e) Neither Schedule 5.17(e) contains a complete and correct list setting forth (i) the Seller nor its Affiliates has engaged in any plant closing names and titles of, current annual compensation, the two most recent annual bonuses for, exempt or non-exempt status of, and the type of, and expected date of return from, leave of, each current employee layoff activities in respect of the TS Business since December 31Company and each of the Company Subsidiaries, 2015 that would violate (ii) the names of each director of the Company and the Company Subsidiaries, (iii) the name of each individual who currently provides, or give rise to an obligation to provide any notice required pursuant who has within the prior twelve month period provided, services to the Worker Adjustment Retraining Company or any of the Company Subsidiaries as an independent contractor, and Notification Act (iv) the names of 1988each employee or independent contractor of the Company or any of the Company Subsidiaries who is a party to a non-competition agreement with the Company or any of the Company Subsidiaries. To the Knowledge of the Company, no person has any plans to terminate employment or service with the Company or any of the Company Subsidiaries. Except as specifically identified on Schedule 5.17(e), all employees of the Company and each of the Company Subsidiaries are employed at will.
(f) Schedule 5.17(f) contains a complete and correct list of all Persons whose employment with the Company or any of the Company Subsidiaries has been terminated since January 1, 2011 (the “Terminated Employees”). Except as set forth in Schedule 5.17(f), each of the Terminated Employees has executed a separation and release agreement with the Company releasing the Company and the Company Subsidiaries, as amendedwell as their successors, or from all claims related to such Terminated Employee’s employment with the Company. The terminations of the Terminated Employees were effected in compliance with all applicable Laws, including without limitation the WARN Act and any similar state or local plant closing or mass layoff statute, rule or regulationLaw.
Appears in 1 contract
Samples: Merger Agreement (Revolution Lighting Technologies, Inc.)
Labor and Employment Matters. (a) Section 2.1(a4.12(a) of the Employee Matters Agreement Company Disclosure Schedule sets forth in a single file for each business unittrue, a correct and complete listlist of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following: (i) title or position (including whether full or part time); (ii) location and employing entity; (iii) hire date; (iv) exemption treatment by the Company under applicable wage and hour Laws; (v) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vi) 2021 target commission, bonus or other incentive based compensation; and (vii) accrued paid time off. Except as set forth on Section 4.12(a) of the Company Disclosure Schedule, as of the date hereof, all compensation, including wages, commissions and bonuses and any termination indemnities, due and payable to all current and former employees of the following with respect Company for services performed on or prior to each NewCo Employee: staff ID number the date hereof have been paid in full (or other unique identification number, job title, and job locationaccrued in full in the Company’s financial statements).
(b) Except as set forth in Section 3.12(b(i) As of the Seller Disclosure Schedulesdate of this Agreement, none there are no Actions pending or, to the knowledge of the SellerCompany, threatened against the Companies or Company by any of their Subsidiaries its current or former employees, which Actions would be material to the Company, taken as a whole; (ii) the Company is not, nor has it been since January 1, 2018, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, are there any activities or proceedings of any labor or collective bargaining contract that pertains union to the NewCo Employees. To the Knowledge of the Seller, organize any such employees; (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (biii) there are no unfair labor unions practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign labor relations agency; and (iv) since January 1, 2018, the Company has not received any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other organizations representing, purporting to represent similar labor disruption or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or dispute with respect to any NewCo Employeesthe Company.
(c) The consummation of Company is and for the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller past three (3) years has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding employment Laws and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of Contracts relating to the employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, employment discrimination, fair labor standards harassment and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees)retaliation, terms and conditions of employment employment, mass layoffs and wages and hours (plant closings including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988, as amendedamended (the “WARN Act”), or any similar state or local Laws, immigration, meal and rest breaks, pay equity, affirmative action obligations, workers’ compensation, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state, local or foreign Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable in any material amount for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. Except as would not result in material liability for the Company, (i) all current and former employees of the Company are properly classified as exempt or non-exempt under the Fair Labor Standards Act and applicable state and foreign wage and hour Laws; and (ii) all current and former independent contractors and temporary workers of the Company are properly classified under applicable Law. Within the past three (3) years, there have been no misclassification claims filed or, to the knowledge of the Company, threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority.
(d) (i) The Company has, since March 31, 2020, complied in all material respects and are in compliance in all material respects with, have not materially violated, and are not in material violation of, and have not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19 pertaining to employees of the Company. The Company has delivered to Athena accurate and complete copies of all (1) material workplace communications from the Company to employees regarding actions or changes in workplace schedules, employee travel, remote work practices, onsite meetings, or other changes that have been implemented in response to COVID-19; (2) contingency plans for workplace cessation in light of COVID-19; and (3) policies implemented in relation to COVID-19.
(e) There has been and will be no layoff, plant closing closing, termination, redundancy or mass layoff statuteany other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, rule local or regulationforeign Laws.
Appears in 1 contract
Samples: Business Combination Agreement (Athena Technology Acquisition Corp.)
Labor and Employment Matters. (a) Section 2.1(a) Prior to the Execution Date, AT&T has provided a complete and accurate census of all Business Employees as of the date thereof that sets forth, to the extent permitted by applicable Law, (i) name or employee identification number; (ii) title or job description; (iii) employing entity; (iv) work location; (v) current annual base compensation or annual rate of pay, as applicable; (vi) commission, bonus or other incentive based compensation; (vii) leave status; (viii) visa status (if applicable); and (ix) for Union Employees, the applicable Union and bargaining unit. As of the Execution Date, to the Knowledge of AT&T, no Business Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, who is at the level of vice president or above has given notice to terminate employment with AT&T (or such Business Employee’s respective employer as of the date hereof, of ) within the 12-month period following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job locationthe date hereof.
(b) Except as for the collective bargaining agreements and certifications set forth in Section 3.12(b4.18(b)(i) of the Seller AT&T Disclosure SchedulesLetter (each a “Collective Bargaining Agreement” and, none of the Sellercollectively, the Companies or “Collective Bargaining Agreements”), no Business Employee is covered by any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo agreement or other Contract with any Union. Other than Union Employees, no Business Employee is represented by a Union. To the Knowledge of the SellerAT&T, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business no pending or under discussion with threatened activities, petitions, demands or proceedings by any labor organization individual or group of the NewCo Employeesindividuals, (b) there are no labor unions including representatives of any Union, to organize any Business Employees or other organizations representing, purporting to represent or attempting to represent, any NewCo Employeesseek recognition of a bargaining representative, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns no such activities or work stoppages proceedings pending or threatened by or with respect to any NewCo Employeesin the past three years.
(c) The consummation As of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Execution Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of AT&T, threatened strike, lockout, walkout, work stoppage, slowdown, picketing, boycott, or other similar labor action, by any Union by or among any of the Seller, threatenedBusiness Employees that may interfere in any material respect with the respective business activities of the Business. With respect to the NewCo current and former Business Employees, AT&T and its Affiliates are in material compliance, and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, for the past three years have been, in compliance with all applicable Laws relating to the employment of labor, employment practices, and terms and conditions of employment, including, but not limited to, all applicable Laws relating to wages (x) there are no material outstanding assessmentsincluding minimum wage, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Sellerovertime pay and work-related expense reimbursement), the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefitsclassification and payment of employees and individual independent contractors, social security or other benefits or obligations for employeeshours of work (including meal and rest breaks, workplace safety or insurance/workers’ compensationvacation time and sick leave), child labor, equal opportunity, disability rights, family and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices ormedical leave, to the Knowledge of the Sellercollective bargaining, other material communications received in the two year period prior to date hereof by the Sellerlabor-management relations, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Workers Adjustment Retraining and Notification Act of 1988, as amended, or any similar state, local or foreign Law (collectively, the “WARN Act”), immigration compliance, occupational health and safety (including any COVID-19 Measures), workers’ compensation, background checks and drug testing, and the payment and withholding of social security and other employment-related Taxes.
(d) As of the Execution Date, there are no (i) Actions (other than any unfair labor practice charges or complaints) pending or, to the Knowledge of AT&T, threatened against AT&T or its Subsidiaries by or before the U.S. Equal Employment Opportunity Commission or any other Governmental Entity concerning alleged employment discrimination or any other matters relating to the employment of labor with respect to or affecting any current or former Business Employee, applicant, or independent contractor of AT&T and its Subsidiaries with respect to the Business, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in material Liability with respect to the Business, or (ii) unfair labor practice charge or complaint pending or any Collective Bargaining Agreement arbitrations or, to the Knowledge of AT&T, threatened against AT&T or any of its Subsidiaries before the National Labor Relations Board or any similar labor-related foreign, state or local plant closing Governmental Entity in any jurisdiction with respect to Business Employees, except as would not, individually or mass layoff statutein the aggregate, rule reasonably be expected to result in material Liability with respect to the Business.
(e) As of the Execution Date, to the Knowledge of AT&T, within the past three years, no allegations of sexual harassment, sexual assault, sexual discrimination or regulationother similar misconduct have been made against a Business Employee at the level of vice president or above (other than immaterial Ordinary Course allegations of gender discrimination which implicate such Business Employee solely because (i) he or she manages or managed the Company business unit or department in which the complainant works or worked or (ii) he or she made the surplus decision that gave rise to complainant’s allegations).
Appears in 1 contract
Samples: Agreement of Contribution and Subscription (At&t Inc.)
Labor and Employment Matters. Except as set forth on Sections 3.12(b) and (f) of the Seller Disclosure Schedule:
(a) No collective bargaining agreement exists that is binding on the Seller or any of its Subsidiaries, and the Seller has not been officially apprised and has no knowledge that any petition has been filed or proceeding instituted by an employee or group of employees of the Seller, or any of its Subsidiaries, with the National Labor Relations Board seeking recognition of a bargaining representative.
(i) To the Seller's knowledge, there is no labor strike, dispute, slow down or stoppage pending or threatened against the Seller or any of its Subsidiaries;
(ii) Other than claims that have been fully resolved in a manner that did not have a Material Adverse Effect upon Seller and its Subsidiaries, neither the Seller nor any of its Subsidiaries has received any demand letters, civil rights charges, suits or drafts of suits with respect to claims made by any of their respective employees in the last five years; and
(iii) In the last five years, no employee or former employee has made a claim, other than claims that were fully resolved on or before September 30, 2003 in a manner that did not have a Material Adverse Effect upon Seller and its Subsidiaries, that such Person was discharged as a result of being a so-called "whistle-blower".
(c) Section 2.1(a3.12(c) of the Employee Matters Agreement sets forth in Seller Disclosure Schedule contains a single file for each business unit, a correct and complete listlist setting forth, as of the date hereof, the name of each officer, employee and consultant of the following Seller or any of the Seller's Subsidiaries, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to each NewCo Employee: staff ID number such person. The Seller has not received notice that any such officer or other unique identification numberany consultant or employee whose compensation exceeded $50,000 during the year ended September 30, job title2003, and job location.
(b) Except as set forth in Section 3.12(b) of will cease to be engaged by the Seller Disclosure Schedulesor such Subsidiary for any reason, none other than at the option of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge including because of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there The Seller and each of its Subsidiaries is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding employment federal, state and employment practices (including wageslocal laws, hours, overtime rules and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of regulations respecting employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefitsovertime, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law hours, in respect of any reduction in force (including noticeeach case, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to the Knowledge of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither The Seller and each of its Subsidiaries has in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees.
(f) To the Seller's knowledge, there are no pending or threatened claims or actions against the Seller nor or any of its Affiliates has engaged Subsidiaries under any worker's compensation policy or long-term disability policy.
(g) No "mass layoff" (as defined in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment and Retraining and Notification Act of 1988), "plant closing" (as amended, defined in such Act) or any similar state or local plant closing or mass layoff statute, rule or regulationevent has occurred with respect to the Companies.
Appears in 1 contract
Samples: Merger Agreement (Uni Marts Inc)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(bon Schedule 3.2(l): (A) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the SellerHDOC, (a) there are no, no key executive employee and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or no group of the NewCo Employeesemployees or independent contractors of any Company has any plans to terminate his, her or their employment or relationship with such Company; (bB) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation each of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller Companies has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance complied in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material all Applicable Laws relating to the TS Business taken as a wholeemployment of personnel and labor; (C) there are no material formal or informal employment related controversies, andcases, except as set forth in Section 3.12(d) of the Seller Disclosure Schedulesgrievances, no claims relating to non-compliance with the foregoing are claims, charges or proceedings pending or, to the Knowledge of the SellerHDOC, threatened. With respect , including claims of unfair labor practices, discrimination or failure to pay wages; (D) none of the NewCo Employees, Companies is party to or bound by any collective bargaining agreement or any other contract or agreement with any labor organization; (xE) there are no material outstanding assessmentsnegotiations pending between any Company, penaltieson the one hand, finesand any labor union, lienson the other hand, charges, surcharges, regarding terms for a collective bargaining agreement or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and union contract; (yF) there are no outstanding claims that may materially affect ongoing or, to the accident cost experience knowledge of HDOC, threatened strikes, slow downs, work stoppages, lockouts or other similar labor relations problems with respect to employees of any Company; (G) none of the Companies is party to any settlement agreement, consent decree or other agreement containing continuing compliance or reporting obligations entered into to resolve any labor or employment matter; (H) no labor organization or group of employees of any Company has made a pending demand for recognition; and (I) there have not been any strikes, work stoppages, slowdowns, pickets, lockouts, walkouts, material arbitrations, material grievances, unfair labor practice charges or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all other material written notices labor disputes pending or involving any Company or, to the Knowledge of HDOC, threatened against any Company, and to the SellerKnowledge of HDOC, other material communications received in there are no facts or circumstances which could form the two year period prior to date hereof by basis for any of the Seller, foregoing. None of the Companies has implemented any “plant closing” or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation “mass layoff” of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safety.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 employees that would violate or give rise reasonably be expected to an obligation to provide any notice required pursuant to require notification under the Worker Adjustment Retraining and Notification WARN Act of 1988, as amended, or any similar state or local law or regulation and no such “plant closing closing” or “mass layoff statutelayoff” will be implemented before the Closing Date without advance notification to and approval of the Purchaser, rule and there has been no “employment loss” as defined by the WARN Act within the 90 days prior to the Closing Date. There are no material actions, proceedings or regulationinvestigations against any Company pending or, to the Knowledge of HDOC, threatened to be brought or filed with any public authority, governmental body, arbitrator or court based on. arising out of, in connection with, or otherwise relating to the employment or termination of employment or services by any Company of any individual, and to the Knowledge of HDOC, there are no facts or circumstances which could form the basis for any of the foregoing.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) There are no, and since September 29, 2017 there have been no, pending or, to the Knowledge of the Employee Matters Agreement sets forth in a single file for each business unitSeller, a correct and complete listthreatened unfair labor practice charge against or affecting any Conveyed Company or, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification numberthe ownership and operation of the Business and to the Transferred Employees, job title, and job locationSeller.
(b) Except as set forth in Section 3.12(bThere are no, and since September 29, 2017 there have been no, pending or, to the Knowledge of Seller, threatened labor strike, lockout, material labor dispute, material grievance, material labor- or employment-related arbitration, slowdown, work stoppage, picketing or hand-billing against or affecting any Conveyed Company or, with respect to the ownership and operation of the Business and to the Transferred Employees, Seller.
(c) Schedule 3.15(c) of the Seller Disclosure Schedules, none Letter sets forth a list as of the Sellerdate hereof of all collective bargaining agreements or other contracts with any labor union, works counsel, labor organization or group of employees (each, a “CBA”) applicable to any Conveyed Company or the Companies Business. Other than the unions that are party to CBAs set forth on Schedule 3.15(c) of the Seller Disclosure Letter, (i) there are no CBAs or any of their Subsidiaries is a party other labor-related agreements or arrangements that are applicable to any Conveyed Company or the Business; (ii) no labor union, works council or collective other labor organization is currently certified as a bargaining contract that pertains representative for any Current Business Employee; (iii) to the NewCo Employees. To the Knowledge of the Seller, no Current Business Employee or individual providing services to any Conveyed Company or the Business is represented by any labor union, works council, or other labor organization; and (aiv) there are no, and for the three year period prior to date hereof since September 29, 2017 there have not been anyno, organizing pending or, to the Knowledge of Seller, threatened union representation questions or other organizational activities against or collective bargaining arrangements that would affect affecting any Conveyed Company or, with respect to the TS Business pending or under discussion with any labor organization or group ownership and operation of the NewCo Business and to the Transferred Employees, Seller.
(bd) there are Each Conveyed Company and, with respect to the ownership and operation of the Business and to the Transferred Employees, Seller has no labor unions material Liability for (i) any unpaid wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation and/or (ii) any fines, Taxes, interest, or other organizations representingpenalties for any failure to pay or delinquency in paying such compensation.
(e) To the Knowledge of Seller, purporting no Person is in any respect in violation or breach, in any material respect, of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to represent any Conveyed Company or attempting to represent, any NewCo Employees, and the Business or (cii) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo EmployeesCurrent Business Employee, former employee of any Conveyed Company or the Business, independent contractor or temporary employee providing services to the Business, to any third party with respect to such person’s right to be employed or engaged by any Conveyed Company or the Business or to the knowledge or use of trade secrets or proprietary information.
(cf) The Seller and each Conveyed Company have satisfied any notice and consultation obligations to any labor union, works council, or other labor organization in connection with the execution of this Agreement. Except as set forth on Schedule 3.15(f) of the Seller Disclosure Letter, Seller and each Conveyed Company have no notice and consultant obligations to any labor 38 union, works council, or other labor organization in connection with the consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(dg) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(dSchedule 3.15(g) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the Seller, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth Letter includes a true and complete list as of all material written notices orAugust 31, to the Knowledge 2018, of each Conveyed Company Employee and each Additional Business Employee, with each such employee’s position, base salary or wages and incentive compensation opportunity. There are no Conveyed Company Employees who do not perform his or her services primarily for or on behalf of the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyBusiness.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Stock Purchase Agreement
Labor and Employment Matters. (a) Section 2.1(a) None of the Employee Matters Agreement sets forth in Orion or any of its Subsidiaries is a single file for each business unitparty to, a correct and complete listor otherwise bound by, as of the date hereofany collective bargaining agreement, of the following with respect to each NewCo Employee: staff ID number contract, or other unique identification numberwritten agreement with a labor union or labor organization. To the Knowledge of Orion, job titleneither Orion nor any of its Subsidiaries is subject to, and job locationduring 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 Orion or any of its Subsidiaries.
(b) Except as set forth would not, individually or in Section 3.12(b) of the Seller Disclosure Schedulesaggregate, none of the Seller, the Companies or any of their Subsidiaries is a party to any labor or collective bargaining contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesan Orion Material Adverse Effect, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, Orion and (ii) none of the Seller, the Companies or the Companies’ its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with all applicable Law regarding employment and employment practices (including wagesLaws respecting labor, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, fair employment practices, recruitment of employees, workers’ compensation work safety and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees)health, terms and conditions of employment and employment, wages and hours 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 arrearages in the payment of wages; (including classification ii) neither Orion nor 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 Orion Business and equitable pay classified by Orion or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Orion or any of its Subsidiaries through its respective payroll department (“Orion 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 of this Agreement or amounts required to be reimbursed to such employees or Orion Contingent Workers; (iii) there are no outstanding grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of Orion, threatened against Orion or any of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure; (iv) none of the Selleremployment policies or practices of Orion or any of its Subsidiaries is currently being audited or investigated, threatened. With respect or to the NewCo EmployeesKnowledge of Orion, subject to imminent audit or investigation by any Governmental Authority; (v) neither Orion nor any of its Subsidiaries is, or within the last three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters other than standard settlement contracts entered into in the Ordinary Course of Business; (vi) Orion and each 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 Orion and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with Orion or any of its Subsidiaries or any policy or practice of Orion 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 Orion or any of its Subsidiaries; (viii) to the extent that any Orion Contingent Workers are employed, Orion and each 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) 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 (x) ; and (x) there are no material outstanding assessmentspending or, penaltiesto the knowledge of Orion, fines, liens, charges, surcharges, threatened or other amounts due reasonably anticipated claims or owing by the Seller, the Companies actions against Orion or the Companies’ its Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/under any workers’ compensation, and (y) there are no outstanding claims that may materially affect the accident cost experience compensation policy or long-term disability policy. 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 of this Agreement, no employee has suffered an “employment loss,” as defined in the WARN Act, with respect to the Company or any of its Subsidiaries.
(c) Section 3.12(d3.15(c)(i) of the Seller Orion Disclosure Schedules sets forth Schedule contains a true complete and complete accurate list of all material written notices or, to the Knowledge employees of Orion and its Subsidiaries as of the Sellerdate of 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, 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 material communications received amounts to be paid to such employee at the Closing or otherwise in connection with the Contemplated Transactions. Section 3.15(c)(ii) of the Orion Disclosure Schedule also contains a complete and accurate list of all Orion Contingent Workers since August 1, 2017, showing for each Orion Contingent Worker such individual’s role in the two year period prior to date hereof by the Seller, the Companies Orion Business and fee or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetycompensation arrangements.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Merger Agreement (OvaScience, Inc.)
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries The Company is not a party to any labor or collective bargaining agreement or union contract that pertains to the NewCo Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of Employees and no collective bargaining agreement is being negotiated by the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent Company or any opinion from any labor unionof its Subsidiaries. There is no union organizing effort, works council strike, picket, work stoppage, work slowdown or other employee representative bodies representing all organized labor dispute against the Company or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompany, threatened. With respect to the NewCo Employees, (x) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, Threatened or other amounts due or owing by the Seller, the Companies or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employees, workplace safety or insurance/workers’ compensation, and (y) there are no outstanding claims that reasonably anticipated which may materially affect interfere with the accident cost experience respective business activities of the Company or any of its Subsidiaries. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries except as would not reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the SellerCompany, Threatened, relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries.
(b) The Company and each of its Subsidiaries is in compliance in all material respects with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment, employee safety, wages and hours, work eligibility status of employees, collective bargaining and the payment of social security and other taxes. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any unfair labor practice or unlawful employment practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries.
(c) Subject to restrictions imposed by applicable Legal Requirements, the Company has provided or made available a correct and complete list as of the date hereof setting forth (i) the hire dates, current base compensation rates, other material communications received in the two year period prior to date hereof supplemental or bonus compensation and compensation arrangements (including, without limitation, any severance payments), amount of accrued sick time and vacation time and job titles of all individuals currently employed by the SellerCompany or any Subsidiary thereof on a salaried basis, (ii) (to the Companies extent not otherwise contemplated by clause (i) above) the hire dates, current base compensation rates, other supplemental or bonus compensation and compensation arrangements (including, without limitation, any severance payments), amount of accrued sick time and vacation time and job titles of all individuals currently employed by the Companies’ Subsidiaries from Company or any Governmental Authority Subsidiary thereof on an hourly or other third-party regarding piecework basis, (iii) to the extent not otherwise contemplated by clause (i) above) the name, and annual compensation for each independent contractor who renders services on a regular basis to the Company or any actual or possible violation Subsidiary thereof whose current annual compensation is in excess of U.S.$100,000, and (iv) the names and titles of the Occupational Safety officers and Health Act of 1970managers or directors, as amendedapplicable, of the Company and each Subsidiary.
(d) Section 2.14(d) of the rules promulgated thereunder Company Disclosure Letter sets forth a correct and complete list of all employee and other fringe benefits and other compensation provided by the Company or any Subsidiary thereof to the officers and directors of the Company or any Subsidiary thereof, other applicable law establishing standards of, than employee and other fringe benefits provided to all Employees of the Company and any Subsidiary thereof and other than any employee and other fringe benefits having an annual cost to the Company or otherwise relating to, workplace safetyany Subsidiary of less than U.S.$15,000 per Employee.
(e) Neither the Seller nor its Affiliates The Company has engaged in any plant closing or employee layoff activities in respect disclosed to Parent as of the TS Business since December 31date hereof all material expenses, 2015 that would violate or give rise obligations, duties and Liabilities relating to an obligation to provide any notice required pursuant to claims by Employees (including dependents and spouses) of the Worker Adjustment Retraining and Notification Act of 1988, as amended, Company or any similar state Subsidiary thereof currently pending, and the extent of any specific accrual on or local plant closing reserve therefor set forth on the Financial Statements, for costs, expenses and other Liabilities under any applicable Legal Requirements, requirements or mass layoff statute, rule or regulationprograms related to workers compensation.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a) of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) on Schedule 3.10 of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries Seller is not a party to any labor or collective bargaining contract that pertains to the NewCo any Business Employees. To the Knowledge of the Seller, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there There are no labor unions or other organizations representing, purporting to represent or attempting to represent, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or with respect to any NewCo Employees.
(c) The consummation of the transactions contemplated by this Agreement, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerSellers, threatened. With threatened Actions concerning labor matters with respect to the NewCo EmployeesBusiness. No employees of the Sellers are represented by any labor union, labor organization or works council with respect to their employment with the Sellers. Prior to the date hereof, the Sellers have not taken any action at any single site of employment in the ninety (x90)-day period prior to the Closing Date that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act, or any similar applicable state or local Law.
(b) Since January 1, 2012, there are no material outstanding assessments, penalties, fines, liens, unfair labor practice charges, surchargeswork stoppages, slowdowns, strikes, lockouts, grievances, picketings, or other amounts due similar activities relating to labor matters pending, or owing by to the Knowledge of Sellers, threatened against any Seller.
(c) No labor union, the Companies labor organization, or the Companies’ Subsidiaries pursuant to applicable law regarding unemployment compensation benefits, social security group of employees of any Seller has made a pending demand for recognition or other benefits or obligations for employees, workplace safety or insurance/workers’ compensationcertification, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company representation or its Subsidiaries. Section 3.12(d) of the Seller Disclosure Schedules sets forth certification proceedings or petitions seeking a true and complete list of all material written notices representation proceeding presently pending or, to the Knowledge of Sellers, threatened to be brought or filed with the Seller, other material communications received in the two year period prior to date hereof by the Seller, the Companies or the Companies’ Subsidiaries from any Governmental Authority or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder National Labor Relations Board or any other applicable law establishing standards oflabor relations tribunal or authority. To the Knowledge of Sellers, there are no labor union organizing activities with respect to any employees of any Seller.
(d) Prior to the execution date of this Agreement, the Sellers have satisfied any material legal or contractual requirement to provide notice to, or otherwise relating toto enter into any consultation procedure with, workplace safetyany labor union or other organization, which is representing any employee, in connection with the execution of this Agreement or the transactions contemplated by this Agreement.
(e) Neither To the Knowledge of Sellers, each Seller nor its Affiliates is in compliance in all material respects with all applicable laws respecting employment and employment practices, including all laws respecting terms and conditions of employment, wages, hours, equal employment opportunity, employment discrimination, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or non-exempt for overtime pay), immigration, work authorization, 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.
(f) Each employee of the Sellers has all work permits, immigration permits, visas or other authorizations, each as required by applicable Law for such employee given the duties and nature of such employee’s employment.
(g) Each of the Sellers is not and has not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan.
(h) To the Knowledge of the Sellers, no key employee of any of the Sellers 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 any of the Sellers or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by any such Seller or (B) to the knowledge or use of trade secrets or proprietary information.
(i) The Sellers are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.
(j) 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 Sellers are a party.
(k) The Mexico Sellers are in material compliance with all of their obligations, including any and all payments, under any and all social security and labor Law (including their contribution obligations to the Mexico Social Security Institute (“IMSS”) and/or contributions to the National Workers’ Housing Fund Institute (“INFONAVIT”) and the National Pension Fund System (“SAR”)). To the Knowledge of the Sellers, all the employees of the Mexico Sellers have contractual employment relationships with one or more of the Mexico Sellers, and none of the Mexico Sellers’ employees has been hired as service providers (prestadores de servicios) or through agency or commission agreements (contratos de agencia o comision mercantil).
(l) Schedule 3.10(l) of the Disclosure Schedules contains a true and complete list and description of the following information for each employee of the Mexico Sellers engaged in any plant closing the Business on the date hereof, categorized by function: (i) an identification number; (ii) current annual terms of compensation (identifying incentive or employee layoff activities in respect bonus compensation separately); (iii) employment status; (iv) years of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining service; and Notification Act (v) identity of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulationemployer.
Appears in 1 contract
Labor and Employment Matters. (a) Section 2.1(a4.20(a) of the Employee Matters Agreement sets forth in Company Disclosure Schedule contains a single file for each business unit, a true and correct and complete list, as of the date hereof, of the employees and other individual service providers to the Company, and includes the following with respect information pertaining to each NewCo Employeesuch employee or individual service provider: staff ID (i) their names and status as an employee or contractor; (ii) the entity with which they are employed or engaged, and their location (country, state, city); (iii) their start dates and number of years of continuous service; (iv) their positions and job titles; (v) their full-time, part-time, or temporary status; (vi) their base salaries or base hourly wage or contract rate; (vii) their target bonus rates or target commission rates; (viii) any other compensation payable to them (including compensation payable pursuant to any other bonus, deferred compensation, commission arrangements or other unique identification numberincentive compensation, job titleor severance payments); (ix) their visa status, if applicable; (x) for employees, designation of whether they are classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and job locationany similar state Law; and (xi) accrued but unused vacation time or paid time off, if applicable. No senior management level employee of the Company has informed the Company in writing of any plan to terminate employment with or services for the Company, and, to the Knowledge of the Company, no such Person has any plans to terminate employment with or services for the Company.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies No Acquired Company is or has at any of their Subsidiaries is time been a party to or bound by, or is currently negotiating in connection with entering into, any labor or collective bargaining agreement or other contract that pertains or understanding with a labor union, works council or similar organization. No Acquired Company has experienced any strike, slowdown, work stoppage, picketing, lockouts or other material labor dispute with respect to any employees of the Acquired Companies during the past three (3) years, nor, to the NewCo EmployeesKnowledge of the Company, are any such strikes, slowdowns, work stoppages, picketing, lockouts or other material labor disputes threatened. To the Knowledge of the SellerCompany, (a) there are no, and for the three year period prior to date hereof there have not been any, organizing activities or collective bargaining arrangements that would affect the TS Business pending or under discussion with any labor organization or group of the NewCo Employees, (b) there are no labor unions or other labor organizations representing, representing or purporting to represent or attempting to represent, and no union organization campaign is in progress with respect to, any NewCo Employees, and (c) there are no, and for the three-year period prior to date hereof there have not been any, lockouts, strikes, slowdowns or work stoppages pending or threatened by or employees with respect to their employment with any NewCo Employees.
(c) The consummation of the transactions contemplated by this AgreementAcquired Companies. There are no Proceedings, including implementing the Reorganizationunfair labor practice charges, will not give rise to any obligations to obtain consent grievances or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, and, with respect to requirements that must be satisfied as of any time following the date hereof, Seller will satisfy prior to the Closing Date, all requirements to inform, consult with or provide notice of the transactions contemplated by this Agreement, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees.
(d) With respect to the NewCo Employees, (i) there is no pending charge or complaint against the Seller, the Companies or the Companies’ Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and (ii) none of the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including wages, hours, overtime and overtime payment, shifts payments, bonuses, foreign employees, working during rest days, social benefits contributions, severance pay, pension, termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a whole, and, except as set forth in Section 3.12(d) of the Seller Disclosure Schedules, no claims relating to non-compliance with the foregoing are complaints pending or, to the Knowledge of the SellerCompany, threatened. With threatened by or on behalf of any employees.
(c) The Company is in compliance in all material respects with all applicable Laws regarding employment, employment practices, terms and conditions of employment, employment discrimination, harassment, employee leaves, employee safety and health, immigration status, collective bargaining, wages and hours, and overtime, and in each case, with respect to employees (i) is not liable for any arrears of wages, severance pay or any employment Taxes or any penalty for failure to comply with any of the NewCo Employees, foregoing and (xii) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, is not liable for any payment to any trust or other amounts due fund governed by or owing maintained by the Selleror on behalf of any Governmental Entity, the Companies or the Companies’ Subsidiaries pursuant with respect to applicable law regarding unemployment compensation benefits, social security or other benefits or obligations for employeesemployees (in each case, workplace safety other than routine payments to be made in the normal course of business and consistent with past practice). The Company is in compliance in all material respects with applicable laws concerning immigration and employment eligibility verification obligations. The Company is not party to or insurance/workers’ compensationotherwise bound by any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices.
(d) Since January 1, 2019, (i) no Acquired Company has effectuated a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (“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 any Acquired Company and (iii) none of the Acquired Companies has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar applicable Law.
(e) To the Knowledge of the Company, no independent contractor of the Acquired Companies or employee of the Acquired Companies is in violation in any material respect 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 independent contractor or employee, as applicable, in each case, relating (A) to the right of any such independent contractor or employee to be employed by, or provide services to, the Acquired Companies, or (B) to the knowledge or use of trade secrets or proprietary information.
(f) Each current or former service provider of the Company has been properly characterized as either an employee or independent contractor, and each employee of the Company is properly characterized as exempt or non-exempt, in each case, for all purposes (yincluding for purposes of Taxes and Company Benefit Plans).
(g) There has not been since January 1, 2019, nor are there are no outstanding claims that may materially affect currently, any Proceedings or internal investigations conducted by the accident cost experience Company, the Company Board or any committee thereof (or any Person at the request of any of the foregoing) concerning, or any act or allegation of or relating to, discrimination, harassment or similar misconduct, or material breach of any written policy of the Company relating to the foregoing, in each case involving any current or former director, officer, senior management level employee of the Company or its Subsidiaries. Section 3.12(d) employee at or above the level of Vice President of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices orCompany, nor has there been, to the Knowledge of the SellerCompany, other material communications received in any settlements or similar out-of-court or pre-litigation arrangement relating to any such matter, nor to the two year period prior to date hereof by Knowledge of the SellerCompany has any such Proceeding, the Companies or the Companies’ Subsidiaries from any Governmental Authority investigation, settlement or other third-party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyarrangement been threatened.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Merger Agreement (Ncino, Inc.)
Labor and Employment Matters. (a) Section 2.1(a) None of the Employee Matters Agreement sets forth in a single file for each business unit, a correct and complete list, as of the date hereof, of the following with respect to each NewCo Employee: staff ID number or other unique identification number, job title, and job location.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedules, none of the Seller, the Companies or any of their Subsidiaries respective Subsidiaries, nor, solely to the extent impacting the Business, any of the Sellers, is a party to any labor agreement or collective bargaining agreement, trade union agreement, works council agreement, labor contract that pertains or other contract with a labor union (each a “Collective Bargaining Agreement”), nor is it subject to any trade union bargaining rights or certification, whether by operation of Law or by voluntary recognition, and (i) in the past three years, no labor union or group of employees of the Companies or any of their respective Subsidiaries, or, solely to the NewCo Employees. To extent impacting the Knowledge Business, the Sellers, has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought to bargain collectively with the Companies or their Subsidiaries or the Sellers or their Affiliates or filed a petition for recognition with any Governmental Authority; (ii) none of the SellerCompanies or any of their respective Subsidiaries, (a) there are noor, and for solely to the three year period prior to date hereof there have not been anyextent impacting the Business, organizing activities or collective bargaining arrangements that would affect any of the TS Business pending or under discussion Sellers, is negotiating with any labor organization or group of the NewCo Employeesunion, (b) there are no labor unions works council union, trade union, or other organizations representing, purporting to represent bargaining agent or attempting to represent, any NewCo Employees, representative; and (cii) there are no, and for in the three-year period prior to date hereof past three years there have not been any, no lockouts, strikes, slowdowns slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or work stoppages other forms of organized labor disruption pending or threatened by or with respect to any NewCo Employeesemployees of the Business.
(b) To the Knowledge of the Companies, each of the employees of the Business has all work permits, immigration permits, visas, or other authorizations required by Law for such employee given the duties and nature of such employee’s employment.
(c) The consummation of Except as has not had and would not reasonably be expected to have, individually or in the transactions contemplated aggregate, a Material Adverse Effect: (i) since June 30, 2010, each person or entity classified by this Agreementthe Companies or their Subsidiaries, including implementing the Reorganization, will not give rise to any obligations to obtain consent or any opinion from any labor union, works council or other employee representative bodies representing all or any category of NewCo Employees, or from any NewCo Employee. With respect to requirements that must be satisfied as of the date hereof, Seller has satisfied as of the date hereof, andor, with respect to requirements that must be satisfied the Business, the Sellers or their respective Affiliates, as of any time following the date hereofan “independent contractor,” consultant, Seller will satisfy prior to the Closing Datevolunteer, all requirements to informsubcontractor, consult with or provide notice of the transactions contemplated by this Agreement“temp,” leased employee, including implementing the Reorganization, to any labor union, works council or other employee representative bodies representing contingent worker is properly classified under all or any category of NewCo Employees.
(d) With respect to the NewCo Employeesgoverning Laws, (i) there is no pending charge or complaint against the Seller, and the Companies and their Subsidiaries have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Form 1099s or the Companies’ Subsidiaries as otherwise required by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority, and applicable Laws; (ii) none of since June 30, 2010, each employee classified as “exempt” from overtime under the Seller, the Companies or the Companies’ Subsidiaries are a party, or otherwise bound by, Fair Labor Standards Act (“FLSA”) and any consent decree with, or citation by, any Governmental Authority relating to such NewCo Employees or employment practices. With respect to the NewCo Employees, the Seller, the Companies and the Companies’ Subsidiaries are and since January 1, 2013 have been in compliance in all material respects with applicable Law regarding employment and employment practices (including state Laws governing wages, hours, overtime and overtime paymentpay has been properly classified as such, shifts paymentsand none of the Companies or any of their respective Subsidiaries, bonusesnor, foreign employeessolely to the extent impacting the Business, working during rest daysany of the Sellers or any of their respective Affiliates, social benefits contributionshas incurred any Liabilities under the FLSA or any state wage and hour Laws; (iii) since June 30, severance pay2010, pensioneach employee not subject to the FLSA has been properly categorized according to applicable Law, and has been paid overtime wages consistent with applicable Law; (iv) since June 30, 2010, none of the Companies or any of their respective Subsidiaries, or solely to the extent impacting the Business, any of the Sellers, has (A) failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification (“WARN Act”) or any state or local Laws, or any applicable Law for employees outside the United States, regarding the termination of employment, notices to employees, employing employees through services providers, engagement of service providers, collective bargaining, employees’ rights and benefits which derive from collective agreements and extension orders, civil rights, immigration, privacy issues, fringe benefits, employment practices, recruitment or layoff of employees, workers’ compensation and the collection and payment of withholding and/or social security Taxes and or (B) incurred any similar Tax, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations unsatisfied Liability under such Laws; (v) each of the personal rights of employees, former employees or prospective employees), terms Companies and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and applicable Law in respect of any reduction in force (including notice, information and consultation requirements), except as would not be material to the TS Business taken as a wholetheir respective Subsidiaries, and, solely to the extent impacting the Business, the Sellers, is and since June 30, 2010 has been, in compliance with all applicable Laws relating to labor and employment, including all Laws relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; privacy; equal pay; background checks; criminal and arrest records, whistleblowing; family and medical leave; and data privacy and data protection; (vi) except as set forth in Section 3.12(d4.11(c) of the Seller Disclosure Schedules, there are no claims relating to non-compliance with the foregoing are pending or, to the Knowledge of the SellerCompanies, threatened. With respect , Actions, charges, grievances or unfair labor practice charges against the Companies or any of their respective Subsidiaries, or, solely to the NewCo Employeesextent impacting the Business, the Sellers, brought by or on behalf of any applicant for employment, current or former employee, representative, agent, consultant, independent contractor, subcontractor, leased employee, volunteer, or “temp” of the Companies or their Subsidiaries, or, solely to the extent impacting the Business, the Sellers, or any group or class of the foregoing, or any Governmental Authority alleging violations of any Law, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship; and (xvii) there are no material outstanding assessmentsindividual has been improperly excluded from, penaltiesor wrongly denied or under paid benefits under, any Employee Plans.
(d) The Sellers and the Companies have made available in the Data Room all Orders, fines, liens, charges, surcharges, or other amounts due or owing by assessments and inspection reports under applicable occupational safety and health legislation (“OSH Laws”) together with the Seller, the Companies or minutes of the Companies’ Subsidiaries pursuant or their respective Subsidiaries’, or solely to applicable law regarding unemployment compensation benefitsthe extent impacting the Business, social security or other benefits or obligations for employeesthe Sellers, workplace joint health and safety or insurance/workers’ compensationcommittee meetings since June 30, and (y) there are no outstanding claims that may materially affect the accident cost experience of the Company or its Subsidiaries2012. Section 3.12(d) of the Seller Disclosure Schedules sets forth a true and complete list of all material written notices or, to To the Knowledge of the SellerCompanies, other there are no charges pending under any OSH Laws. The Companies and their respective Subsidiaries and, solely to the extent impacting the Business, the Sellers, have complied in all material communications received in the two year period prior to date hereof by the Seller, respects with any Orders issued against any of the Companies or their respective Subsidiaries or the Companies’ Subsidiaries from Business, under all OSH Laws and there are no appeals of any Governmental Authority or other third-party regarding Orders under any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other applicable law establishing standards of, or otherwise relating to, workplace safetyOSH Laws currently outstanding.
(e) Neither the Seller nor its Affiliates has engaged in any plant closing or employee layoff activities in respect of the TS Business since December 31, 2015 that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)
