Labor; Employees. To the Company’s Knowledge, no executive, key employee, or group of employees has any plans to terminate employment with any Acquired Entity. Each Acquired Entity is in compliance with all of its employment contracts and all applicable federal, state and local labor and employment Laws, including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. No Acquired Entity is a party to or bound by any collective bargaining Contract, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. No Acquired Entity has committed any unfair labor practice (as determined under any Law). To the Company’s Knowledge, there is no organizational effort currently being made or Threatened by or on behalf of any labor union with respect to any Acquired Entity’s employees. No Acquired Entity has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law within the last six months that remains unsatisfied. No later than five business days prior to the Closing Date, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of each Acquired Entity during the 90-day period ending on the Closing Date (which list shall not include any employees that may be terminated on the Closing Date at the direction of Parent) for reasons qualifying the termination as “employment losses” under WARN and the date of each such termination with respect to each termination; provided, that this sentence shall not apply with respect to any site of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site to be subject to WARN. No Acquired Entity has any direct or indirect Liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.
Labor; Employees. To the Company's Knowledge, no executive, key employee, or group of employees has any current plans to terminate employment with any Acquired Entity. No Acquired Entity is a party to or bound by any collective bargaining Contract, nor have any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. No Acquired Entity has committed any unfair labor practice. The Company does not have any Knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to employees of any Acquired Entity.
Labor; Employees. To each Company Party's knowledge, no executive, key employee, or group of employees has any plans to terminate employment with the Company. The Company is not a party to or bound by any collective bargaining Contract, nor has the Company experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. The Company has not committed any unfair labor practice (as determined under any Law) that could reasonably be expected to have a Material Adverse Effect on the Company. No Company Party has any knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to the Company's employees.
Labor; Employees. To each Seller's Knowledge, no executive, key employee, or group of employees has any plans to terminate employment with either Company. Neither Company is a party to or bound by any collective bargaining contract, nor has either of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Neither Company has committed any unfair labor practice (as determined under any law). Neither Seller has any Knowledge of any organizational effort currently being made or threatened by or on behalf of any labor union with respect to either Company's employees.
Labor; Employees. (a) No labor disturbance by the employees of the Company exists or, to the Company's knowledge, is imminent. The Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, subcontractors, authorized dealers or international distributors that is reasonably likely to result in a Material Adverse Effect. No collective bargaining agreement exists with any of the Company's employees and, to the Company's knowledge, no such agreement is imminent.
(b) If any employee of the Company has entered into any non- competition, non-disclosure, confidentiality or other similar agreement with any party other than the Company of which the Company is aware, to the Company's knowledge, such employee is neither in violation thereof nor is expected to be in violation thereof as a result of the business conducted or expected to be conducted by the Company as described in the Memorandum or such person's performance of his obligations to the Company. To the Company's knowledge, no consultant or scientific advisor of the Company is in violation of any noncompetition, non-disclosure, confidentiality or similar agreement between such consultant or scientific advisor and any party other than the Company. To the Company's knowledge, every consultant and scientific advisor (collectively, "Consultants") engaged by or on behalf of the Company to render services for the Company has entered into an agreement with the Company providing for terms and conditions of non-disclosure, non-competition and confidentiality in connection with such services ("Consulting Agreements"). Assuming due authorization, execution and delivery of the Consulting Agreements, the Consulting Agreements are legal, valid, binding and enforceable instruments of the Consultants.
Labor; Employees. No Acquired Entity is a party to or bound by any collective bargaining Contract, nor have any of them experienced any strikes, grievances, material claims of unfair labor practices, or other collective bargaining disputes. To the Knowledge of the Company, no acquired entity has committed any unfair labor practice. The Company does not have any Knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to employees of any Acquired Entity.
Labor; Employees. (a) As of the Closing Date, Schedule 3.10(a) lists all employees working on the Vessels (the “Vessel Crew”), their job title, their date of hiring or engagement, their date of commencement of employment or engagement, their current rate of pay and any and all commissions, bonuses, benefits or other compensation arrangements between Seller and each of such employees.
(b) As of the Closing Date, Schedule 3.10(b) lists all employees directly employed by Seller in the Business (the “Direct Employees”, and together with Seller’s temporary and third-party supplied labor, the “Business Personnel”), their job title, their date of hiring or engagement, their date of commencement of employment or engagement, their current rate of pay and any and all commissions, bonuses, benefits or other compensation arrangements between Seller and each of such employees.
(c) Schedule 3.10(c) lists each collective bargaining unit and Seller’s Business Personnel who are subject to such collective bargaining unit. To Seller’s Knowledge except as disclosed on Schedule 3.10(c), there are no other threatened or contemplated union actions or disputes or any other attempts to organize for collective bargaining purposes any of the Business Personnel. Employment by the Buyer of the Direct Employees will not trigger any bonus, severance or acceleration of any benefits under contract or applicable law or otherwise.
(d) There are no Liabilities under any of Seller’s Plans that would subject Buyer or the Vessels to any taxes, penalties or other Liabilities.
Labor; Employees. None of the Acquired Entities nor Subsidiaries thereof is a party to or bound by any collective bargaining Contract, nor has any of them experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. None of the Acquired Entities nor Subsidiaries thereof has committed any unfair labor practice. No Seller Party has any Knowledge of any organizational effort currently being made or threatened by or on behalf of any labor union with respect to employees of any of the Acquired Entities or any Subsidiaries thereof.
Labor; Employees. The Insurance Company has two (2) employees, neither of whom are a party to or are bound by any collective bargaining Contract or employment agreement.
Labor; Employees. (a) No Acquired Entity is a party to or bound by any collective bargaining Contract, nor, within the five (5) year period preceding the date of this Agreement, has it experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. To the Sellers' Knowledge, within the five (5) year period preceding the date of this Agreement, no Acquired Entity has committed any unfair labor practice (as determined under any Law). No Seller has any Knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to any Acquired Entity's employees.
(b) Section 3.17(b) of The Sellers Disclosure Schedule contains an accurate list of all employment Contracts between any Acquired Entity or Progressive and any of its respective employees in effect as of the date of this Agreement. Except in accordance with the employment Contracts identified in the Sellers Disclosure Schedule, no individual will accrue or receive material additional benefits, service or accelerated rights to payment of benefits as a result of the Transaction.
