Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company is, nor at any time in the last five (5) years has been, a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws.
(b) Section 5.14(b) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries showing for each the employee’s name, job title or description, salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company) and also showing any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”
Labor; Employment Matters. (a) Part 5.19(a) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list, as of the Original Execution Date, of all Employees and Independent Contractors to whom any ERC Company or group of ERC Companies has made, or caused any Management Agreement Counterparty to make, payments in the twelve (12) months immediately preceding the Original Execution Date exceeding One Hundred Thousand Dollars ($100,000).
(b) At all times, (i) the ERC Companies have properly classified, or caused the applicable Management Agreement Counterparty to properly classify (as the case may be) (A) Employees and Independent Contractors as employees or independent contractors, as appropriate; and (B) Employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and similar state Laws; and (ii) all Employees have been paid properly under applicable federal, state and local wage and hour Laws.
(c) There is no:
(i) collective bargaining agreement to which any ERC Company or Management Agreement Counterparty is a party or otherwise bound;
(ii) labor union representing any Employees;
(iii) to the Knowledge of the Xxxxxxxx Parties, (A) overt organizational effort with respect to the formation of a collective bargaining unit presently being made or threatened by any Employees, or (B) any active current efforts by any Person encouraging or soliciting any Employees to engage or participate in any such organizational effort;
(iv) pending or, to the Knowledge of the Xxxxxxxx Parties, threatened strike, slowdown, work stoppage, lockout or other collective labor action or dispute by or with respect to any Employees;
(v) unfair labor practice complaints against any ERC Company or Management Agreement Counterparty pending or, to the Knowledge of the Xxxxxxxx Parties, threatened before the National Labor Relations Board or other applicable Government Entity; or
(vi) labor dispute currently subject to any grievance procedure, arbitration or litigation with respect to any Employee.
(d) Part 5.19(d) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list of all matters occurring within the three (3) years immediately prior to the Original Execution Date that, if they existed today, would be within the scope of the representation and warranty in Section 5.19(c).
Labor; Employment Matters. (a) Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Company Subsidiary and, to the knowledge of the Company, there are no organizational or decertification efforts presently being made involving any of the employees of the Company or its Subsidiaries. Within the past three (3) years, there have been no strikes, slowdowns, work stoppages, lockouts or other material labor disputes with respect to any employees of the Company or any Company Subsidiary. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. The Company and its Subsidiaries have complied in all material respects with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours and collective bargaining. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or penalties for failure to comply with any of such laws.
(b) Except as set forth on Section 3.13(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Company Subsidiary for a specified length of time and each is employed “at will.”
Labor; Employment Matters. Neither the Company nor any Subsidiary of the Company is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s actual knowledge (without any inquiry obligation), as of the date hereof, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so, as a result of the Transactions, the identity of Parent or otherwise. The Company and its Subsidiaries have complied in all material respects with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No Person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws.
Labor; Employment Matters. (a) Except as set forth in Section 4.14(a) of the Sensytech Disclosure Schedule, neither Sensytech nor any Subsidiary is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of Sensytech or any Subsidiary and, to the knowledge of Sensytech, there are no organizational efforts presently being made involving any of the employees of Sensytech or its Subsidiaries. To the knowledge of Sensytech, no executive or key employee of Sensytech listed on Section 4.14(a) of the Sensytech Disclosure Schedule has any plan to terminate his or her employment with Sensytech or has threatened to do so. Sensytech and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that Sensytech or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws.
(b) Section 4.14(b) of the Sensytech Disclosure Schedule sets forth a list of all employees of Sensytech and its Subsidiaries as of the date hereof showing for each as of the date hereof the employee’s name, job title or description, salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of Sensytech) and also showing any bonus, commission or other remuneration, other than salary, paid during Sensytech’s last fiscal year. Except as set forth on Section 4.14(b) of the Sensytech Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with Sensytech or any Subsidiary. Except as set forth on Section 4.14(b) of the Sensytech Disclosure Schedule, each such employee has entered into Sensytech’s standard form of employee non-disclosure agreement, a copy of which has been previously delivered to Argon.
Labor; Employment Matters. Except as identified on SCHEDULE 5.25, as of the date of this DIP Loan Agreement (i) no employee of Borrower is a member of a labor union, (ii) there is no strike or work stoppage in effect at any of Borrower's retail stores, distribution centers or warehouses, and (iii) Borrower has no knowledge of a pending or threatened strike or work stoppage at any such location.
Labor; Employment Matters. (a) Section 3.13(a) of the Disclosure Schedule sets out a complete and accurate list of all Business Employees, including for each such individual the following: (i) name; (ii) title or position (including whether full or part time and whether treated as an employee or independent contractor); (iii) employing entity; (iv) hire date; (v) work location; (vi) current annual base compensation rate; (vii) target bonus percentage; (viii) leave status and (ix) visa status (if applicable). Seller is the employer of the Business Employees. None of the Company or Seller (with respect to the Business Employees) is party to or bound by any collective bargaining agreement or other Contract with any Union, and no Business Employee is represented by a Union. For the past three (3) years, none of the Company or Seller (with respect to the Business Employees) have experienced any strike, work slowdown, lockout, stoppage, picketing, or material grievance, claim of unfair labor practices, or other collective bargaining dispute and none are pending or, to the Knowledge of Seller, threatened. For the past three (3) years, the Company and Seller (with respect to the Business Employees) have not committed any material unfair labor practice. The Company has no employees. No petition has been filed or proceedings instituted by or on behalf of any Business Employee with any labor relations board seeking recognition of a bargaining representative. To the Knowledge of Seller, there is no organizational effort pending or threatened by, or on behalf of, any Union to organize any Business Employee, and there has been no such effort for the past three (3) years. No demand for recognition of any employees of the Company or Seller has been made by, or on behalf of, any Union. No notice, consent or consultation obligations with respect to any employees of the Business, or any Union representing such employees, will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated hereby.
(b) To the Knowledge of Seller, no key Business Employee or group of Business Employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or Seller within the twelve (12) month period following the date hereof. To the Knowledge of Seller, no key Business Employee is employed under a non-immigrant work visa or other work authorization that is limited in duration. To the Knowledge...
Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. The Company and its Subsidiaries have complied in all material respects with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws.
(b) Except as set forth on Section 3.13(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”
Labor; Employment Matters. (i) Schedule 2.2(t) lists all of the employees of the Company (the “Employees”) as of the date of this Agreement and the position, status, length of service, compensation and benefits (other than benefits that are the subject to Section 2.2(r) or
Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company is a party to, or is bound by, any collective bargaining agreement or other Contract or agreement or arrangement with a labor organization or labor union, and no such Contract or agreement or arrangement is presently being negotiated. As of the date hereof, there is no strike, work stoppage, lockout or other material labor dispute, or, to the knowledge of the Company, threat thereof, involving the Company or any of its Subsidiaries, and there has been no such labor dispute, strike, work stoppage or lockout in the previous three (3) years. To the knowledge of the Company, since January 1, 2010 until the date hereof, no employees of the Company or any Subsidiary of the Company have engaged in activity to organize for the purpose of forming, joining or assisting a labor organization; no labor organization has requested or demanded to be recognized as the representative of employees of the Company or any Subsidiary of the Company for purposes of collective bargaining; and no Person has petitioned the National Labor Relations Board for the purpose of electing or certifying a labor organization as the representative of employees of the Company or any Subsidiary of the Company. To the knowledge of the Company, no Person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any Laws relating to employment or labor.
(b) Since January 1, 2010, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act, or any similar state, local or foreign Law) affecting any site of employment or facility of the Company or any of its Subsidiaries.
