Labor & Employment. (a) The Company is not a party to any collective bargaining agreement and there is no organizational effort presently being made on behalf of any labor union with respect to the Business or the employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor. The Company has not incurred any Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company during the last three (3) years, or is pending or, to the Knowledge of the Company, threatened, nor does the Company know of any basis for any such allegation, charge or complaint.
(b) Schedule 3.22 sets forth the following: a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.22, the Company does not have any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyer.
(c) No Representative or group of Representatives has informed the Company, either orally or in writing, of any plans to terminate their employment or relationship with the Company generally or as a result of the transactions contemplated hereby or otherwise.
(d) All Representatives of the Company are “employees at will” or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitat...
Labor & Employment. Section 5.12 of the Company ------------ ---------------- Disclosure Schedule sets forth a list of all material employment, labor and collective bargaining agreements to which the Company or any Subsidiary of the Company is a party. The Company has heretofore made available or will make available to Parent true and complete copies of the employment, labor and collective bargaining agreements listed on Section 5.12 of the Company Disclosure Schedule, together with all material amendments, modifications and supplements affecting the duties, rights and obligations of any party thereunder. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or as set forth in Section 5.12 of the Company Disclosure Schedule, (i) to the Company's knowledge, there are no organizational campaigns, written demands or proceedings pending or, to the Company's knowledge, threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of employees of the Company or any of its Subsidiaries; (ii) there are no strikes, or material labor disputes ongoing or, to the Company's knowledge, threatened involving the Company or any of its Significant Subsidiaries, and the Company and its Significant Subsidiaries has not experienced any such strike, or material labor dispute within the past two years; and (iii) no collective bargaining agreement is currently being negotiated by the Company or any of its Significant Subsidiaries.
Labor & Employment. (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any Collective Bargaining Agreement. Other than as required by applicable Law, since January 1, 2022, no employees of the Company or any of its Subsidiaries have been represented by any labor union, trade union, works council or any other labor organization with respect to their employment with the Company or any of its Subsidiaries. Since January 1, 2022, no labor union, trade union, works council, labor organization or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending, and, to the Knowledge of the Company, none have been threatened to be brought or filed with the National Labor Relations Board or any other Governmental Entity since January 1, 2022. To the Knowledge of the Company, there have been no organizing activities with respect to any Company Employees since January 1, 2022. Since January 1, 2022, there have been no actual or, to the Knowledge of the Company, threatened arbitrations, grievances, labor disputes, strikes, lockouts, picketing, slowdowns or work stoppages against or affecting the Company or any of its Subsidiaries, and none are currently pending.
(b) Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is engaged in, or since January 1, 2022 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. Neither the Company nor any of its Subsidiaries has received since January 1, 2022 any written notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress.
(c) Except as would not have a Company Material Adverse Effect, since January 1, 2022, the Company and its Subsidiaries have not misclassified any (i) individual providing services to the Company or its Subsidiaries as an independent contractor, or (ii) employee as exempt under state, provincial, federal, local or other applicable minimum wage or overtime Laws.
(d) Except as would not have a Company Material Adverse Effect, since January 1, 2022, the Company and its Subsidiaries have been in compliance with all notice...
Labor & Employment. Debtor is not a party to a collective bargaining agreement or other agreement with any labor organization, union or other employee representative organization (and no such agreement is currently being requested by or on behalf of, or is under discussion by management with or on behalf of, any Business Employees). Debtor is not a party to any written or oral (1) agreement for the employment of any officer or employee, (2) pension, profit sharing, retirement, bonus, insurance, or similar obligation with respect to its employees or others, (3) contract with any labor union, (4) agency or advertising contract which is not terminable on 30 days' (or less) notice, or (5) contract or agreement of any other nature with any person, firm, or corporation, whether or not such obligations are of a legally binding nature or in the nature of informal understandings;
