Common use of Labor Matters and Employment Matters Clause in Contracts

Labor Matters and Employment Matters. (a) Set forth on Section 2.19(a) of the Disclosure Schedule is a list of all employees of each of the Sellers as of the date hereof and their respective positions, hire dates and, stated separately, their base wage rates and the nature and amount of any other compensation. (b) Set forth on Section 2.19(b) of the Disclosure Schedule is a list of (i) each oral or written employment agreement, contract or severance agreement existing as of the date hereof, individually or collectively, with any of the Sellers’ employees (collectively, the "Employment Agreements"), and (ii) the name of each employee of such Seller with whom such Seller has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the "Retention Agreements"). Each Seller has furnished to the Buyer copies of all Employment Agreements and Retention Agreements. (i) Neither Seller is a party to or 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 such Seller’s employees, (ii) none of such Seller’s employees are represented by any labor organization, and there are no organizational campaigns, demands, petitions or proceedings pending or, to the knowledge of each of the Sellers, the Stockholders or the Officer, threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of such Seller’s employees, (iii) to the knowledge of each of the Sellers, the Stockholders or the Officer, there are no union claims to represent the employees of either Seller, (iv) there are no strikes, controversies, slowdowns, work stoppages, lockouts or labor disputes pending or, to the knowledge of each of the Sellers, the Stockholders or the Officer, threatened against or affecting either Seller, and there has not been any such action during the past five (5) years, and (v) no unfair labor practice charges, jurisdictional disputes, or other matters within the jurisdiction of the National Labor Relations Board has occurred, is pending or, to the knowledge of each of the Sellers, the Stockholders or the Officer, is threatened before the National Labor Relations Board or other governmental entity. (d) Each Seller is, and has, at all times during at least the last three (3) years, been in compliance with all applicable laws, regulations and ordinances respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment standards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety. (i) There are no pending, or to the knowledge each of the Sellers, the Stockholders or the Officer, threatened Equal Employment Opportunity Commission or analogous state or local agency charges, complaints or other claims of employment discrimination against either Seller by any employee or independent contractor of either Seller; (ii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders or the Officer, threatened wage complaints, investigations, reviews or audits with respect to any of either Seller’s employees by the Department of Labor or analogous state or local governmental entities, and neither Seller has received notice of the intent of the Department of Labor or any other government entity to conduct any such investigation, review or audit; (iii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders or the Officer, threatened occupational safety and health complaints, investigations or reviews with respect to any of either Seller’s employees by the Occupational Safety and Health Administration or analogous state or local government entities, and neither Seller has received notice of the intent of the Occupational Safety and Health Administration or any other government entity to conduct any such investigation or review; and (iv) neither Seller has received notice of the intent of any government entity responsible for the enforcement of labor and employment laws to conduct any investigation, audit or review and, to the knowledge of each of the Sellers, the Stockholders or the Officer, no such investigation is in progress with respect to either Seller. (f) Since January 1, 2005 neither Seller has effected (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Seller, or (ii) a "mass layoff" as defined in WARN affecting any site of employment or facility of such Seller; nor has either Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. None of either Seller’s employees has suffered an "employment loss" as defined in WARN since January 1, 2005. Buyer shall not incur any liability or other obligation with respect to WARN or any state or local plant closing or mass layoff statute in connection with or as a result of the transactions contemplated by this Agreement. The Sellers shall be, jointly and severally, solely and exclusively liable to provide such WARN or other plant closing or mass layoff notices as may be necessary in connection with any loss of employment by any employee of either Seller through and including the Closing Date. (g) The consummation of the transaction contemplated hereunder will not accelerate the time of payment of any compensation due to any employee of either Seller or result in an excess parachute payment to any employee of either Seller within the meaning of Code Section 280G. (h) Set forth on Section 2.19(h)(A) of the Disclosure Schedule is a complete list of each Seller’s current foreign national employees on whose behalf such Seller has submitted applications and petitions to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, and U.S. Department of State for immigration employment and visa benefits; and each Seller has provided the Buyer with copies of all such applications and petitions and all government notices regarding adjudications of such notices and petitions. Section 2.19(h)(B) of the Disclosure Schedule identifies and describes any pending or, to the knowledge of each of the Sellers, the Stockholders or Officers, threatened actions against either Seller for violations under the Immigration Reform and Control Act of 1986 respecting such employees of either Seller. (i) Set forth on Section 2.19(i) of the Disclosure Schedule is a complete list of all business of each Seller involving federal contracts giving rise to any reporting or filing obligations with the Office of Federal Contract Compliance Programs ("OFCCP"), and each Seller has complied in all material respects with all hiring and employment obligations applicable under OFCCP rules and regulations.

Labor Matters and Employment Matters. (a) Set forth on Section 2.19(a) of the Disclosure Schedule is a list of all employees of each of the Sellers Seller as of the date hereof and their respective positions, hire dates and, stated separately, their base wage rates and the nature and amount of any other compensation. (b) Set forth on Section 2.19(b) of the Disclosure Schedule is a list of (i) each oral or written employment agreement, contract or severance protection agreement existing as of the date hereof, individually or collectively, with any of the Sellers’ Seller’s employees (collectively, the "Employment Agreements"), and (ii) the name of each employee of such Seller with whom such Seller has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the "Retention Agreements"). Each Seller has furnished to the Buyer copies of all Employment Agreements and Retention Agreements. (i) Neither Seller is a not party to or 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 such Seller’s employees, (ii) none of such Seller’s employees are represented by any labor organization, and there are no organizational campaigns, demands, petitions or proceedings pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of such Seller’s employees, (iii) to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, there are no union claims to represent the employees of either Seller, (iv) there are no strikes, controversies, slowdowns, work stoppages, lockouts or labor disputes pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened against or affecting either Seller, and there has not been any such action during the past five (5) years, and (v) no unfair labor practice charges, jurisdictional disputes, or other matters within the jurisdiction of the National Labor Relations Board has occurred, is pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, is threatened before the National Labor Relations Board or other governmental entity. (d) Each Seller is, and has, at all times during at least the last three (3) years, been in compliance with all applicable laws, regulations and ordinances respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment standards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety. (i) There are no pending, or to the knowledge each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened Equal Employment Opportunity Commission or analogous state or local agency charges, complaints or other claims of employment discrimination against either Seller by any employee or independent contractor of either Seller; (ii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened wage complaints, investigations, reviews or audits with respect to any of either Seller’s employees by the Department of Labor or analogous state or local governmental entities, and neither Seller has not received notice of the intent of the Department of Labor or any other government entity to conduct any such investigation, review or audit; (iii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened occupational safety and health complaints, investigations or reviews with respect to any of either Seller’s employees by the Occupational Safety and Health Administration or analogous state or local government entities, and neither Seller has not received notice of the intent of the Occupational Safety and Health Administration or any other government entity to conduct any such investigation or review; and (iv) neither Seller has not received notice of the intent of any government entity responsible for the enforcement of labor and employment laws to conduct any investigation, audit or review and, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, no such investigation is in progress with respect to either Seller. (f) Since January 1, 2005 neither 2004 Seller has not effected (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Seller, or (ii) a "mass layoff" as defined in WARN affecting any site of employment or facility of such Seller; nor has either Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. None of either Seller’s employees has suffered an "employment loss" as defined in WARN since January 1, 2005. Buyer shall not incur any liability or other obligation with respect to WARN or any state or local plant closing or mass layoff statute in connection with or as a result of the transactions contemplated by this Agreement. The Sellers shall be, jointly and severally, solely and exclusively liable to provide such WARN or other plant closing or mass layoff notices as may be necessary in connection with any loss of employment by any employee of either Seller through and including the Closing Date. (g) The consummation of the transaction contemplated hereunder will not accelerate the time of payment of any compensation due to any employee of either Seller or result in an excess parachute payment to any employee of either Seller within the meaning of Code Section 280G. (h) Set forth on Section 2.19(h)(A) of the Disclosure Schedule is a complete list of each Seller’s current foreign national employees on whose behalf such Seller has submitted applications and petitions to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, and U.S. Department of State for immigration employment and visa benefits; and each Seller has provided the Buyer with copies of all such applications and petitions and all government notices regarding adjudications of such notices and petitions. Section 2.19(h)(B) of the Disclosure Schedule identifies and describes any pending or, to the knowledge of each of the Sellers, the Stockholders or Officers, threatened actions against either Seller for violations under the Immigration Reform and Control Act of 1986 respecting such employees of either Seller. (i) Set forth on Section 2.19(i) of the Disclosure Schedule is a complete list of all business of each Seller involving federal contracts giving rise to any reporting or filing obligations with the Office of Federal Contract Compliance Programs ("OFCCP"), and each Seller has complied in all material respects with all hiring and employment obligations applicable under OFCCP rules and regulations.,

Labor Matters and Employment Matters. (a) Set forth on Section 2.19(a) of the Disclosure Schedule is a list of all employees of each of the Sellers as of the date hereof and their respective positions, hire dates and, stated separately, their base wage rates and the nature and amount of any other compensation. (b) Set forth on Section 2.19(b) of the Disclosure Schedule is a list of (i) each oral or written employment agreement, contract or severance agreement existing as of the date hereof, individually or collectively, with any of the Sellers’ employees (collectively, the "Employment Agreements"), and (ii) the name of each employee of such Seller with whom such Seller has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the "Retention Agreements"). Each Seller has furnished to the Buyer copies of all Employment Agreements and Retention Agreements. (i) Neither Seller is a party to or 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 such Seller’s employees, (ii) none of such Seller’s employees are represented by any labor organization, and there are no organizational campaigns, demands, petitions or proceedings pending or, to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of such Seller’s employees, (iii) to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, there are no union claims to represent the employees of either Seller, (iv) there are no strikes, controversies, slowdowns, work stoppages, lockouts or labor disputes pending or, to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, threatened against or affecting either Seller, and there has not been any such action during the past five (5) years, and (v) no unfair labor practice charges, jurisdictional disputes, or other matters within the jurisdiction of the National Labor Relations Board has occurred, is pending or, to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, is threatened before the National Labor Relations Board or other governmental entity. (d) Each Seller is, and has, at all times during at least the last three (3) years, been in compliance with all applicable laws, regulations and ordinances respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment standards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety. (i) There are no pending, or to the knowledge each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, threatened Equal Employment Opportunity Commission or analogous state or local agency charges, complaints or other claims of employment discrimination against either Seller by any employee or independent contractor of either Seller; (ii) there are no pending, or to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, threatened wage complaints, investigations, reviews or audits with respect to any of either Seller’s employees by the Department of Labor or analogous state or local governmental entities, and neither Seller has received notice of the intent of the Department of Labor or any other government entity to conduct any such investigation, review or audit; (iii) there are no pending, or to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, threatened occupational safety and health complaints, investigations or reviews with respect to any of either Seller’s employees by the Occupational Safety and Health Administration or analogous state or local government entities, and neither Seller has received notice of the intent of the Occupational Safety and Health Administration or any other government entity to conduct any such investigation or review; and (iv) neither Seller has received notice of the intent of any government entity responsible for the enforcement of labor and employment laws to conduct any investigation, audit or review and, to the knowledge of each of the Sellers, Sellers and the Stockholders or the OfficerPrincipals, no such investigation is in progress with respect to either Seller. (f) Since January 1, 2005 neither Seller has effected (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Seller, or (ii) a "mass layoff" as defined in WARN affecting any site of employment or facility of such Seller; nor has either Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. None of either Seller’s employees has suffered an "employment loss" as defined in WARN since January 1, 2005. Buyer shall not incur any liability or other obligation with respect to WARN or any state or local plant closing or mass layoff statute in connection with or as a result of the transactions contemplated by this Agreement. The Sellers shall be, jointly and severally, solely and exclusively liable to provide such WARN or other plant closing or mass layoff notices as may be necessary in connection with any loss of employment by any employee of either Seller through and including the Closing Date. (g) The consummation of the transaction transactions contemplated hereunder will not accelerate the time of payment of any compensation due to any employee of either Seller or result in an excess parachute payment to any employee of either Seller within the meaning of Code Section 280G. (h) Set forth on Section 2.19(h)(A) of the Disclosure Schedule is a complete list of each Seller’s current foreign national employees on whose behalf such Seller has submitted applications and petitions to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, and U.S. Department of State for immigration employment and visa benefits; and each Seller has provided the Buyer with copies of all such applications and petitions and all government notices regarding adjudications of such notices and petitions. Section 2.19(h)(B) of the Disclosure Schedule identifies and describes any pending or, to the knowledge of each of the Sellers, Sellers and the Stockholders or OfficersPrincipals, threatened actions against either Seller for violations under the Immigration Reform and Control Act of 1986 respecting such employees of either Seller. (i) Set forth on Section 2.19(i) of the Disclosure Schedule is a complete list of all business of each Seller involving federal contracts giving rise to any reporting or filing obligations with the Office of Federal Contract Compliance Programs ("OFCCP"), and each Seller has complied in all material respects with all hiring and employment obligations applicable under OFCCP rules and regulations.

Labor Matters and Employment Matters. (a) Set forth on Section 2.19(a) of the Disclosure Schedule is a list of all employees of each of the Sellers Seller as of the date hereof and their respective positions, hire dates and, stated separately, their base wage rates and the nature and amount of any other compensation. (b) Set forth on Section 2.19(b) of the Disclosure Schedule is a list of (i) each oral or written employment agreement, contract or severance protection agreement existing as of the date hereof, individually or collectively, with any of the Sellers’ Seller’s employees (collectively, the "“Employment Agreements"”), and (ii) the name of each employee of such Seller with whom such Seller has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the "“Retention Agreements"”). Each Seller has furnished to the Buyer copies of all Employment Agreements and Retention Agreements. (i) Neither Seller is a not party to or 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 such Seller’s employees, (ii) none of such Seller’s employees are represented by any labor organization, and there are no organizational campaigns, demands, petitions or proceedings pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened by any labor organization or group of employees seeking recognition or certification as collective bargaining representative of any group of such Seller’s employees, (iii) to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, there are no union claims to represent the employees of either Seller, (iv) there are no strikes, controversies, slowdowns, work stoppages, lockouts or labor disputes pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened against or affecting either Seller, and there has not been any such action during the past five (5) years, and (v) no unfair labor practice charges, jurisdictional disputes, or other matters within the jurisdiction of the National Labor Relations Board has occurred, is pending or, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, is threatened before the National Labor Relations Board or other governmental entity. (d) Each Seller is, and has, at all times during at least the last three (3) years, been in compliance with all applicable laws, regulations and ordinances respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment standards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety. (i) There are no pending, or to the knowledge each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened Equal Employment Opportunity Commission or analogous state or local agency charges, complaints or other claims of employment discrimination against either Seller by any employee or independent contractor of either Seller; (ii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened wage complaints, investigations, reviews or audits with respect to any of either Seller’s employees by the Department of Labor or analogous state or local governmental entities, and neither Seller has not received notice of the intent of the Department of Labor or any other government entity to conduct any such investigation, review or audit; (iii) there are no pending, or to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, threatened occupational safety and health complaints, investigations or reviews with respect to any of either Seller’s employees by the Occupational Safety and Health Administration or analogous state or local government entities, and neither Seller has not received notice of the intent of the Occupational Safety and Health Administration or any other government entity to conduct any such investigation or review; and (iv) neither Seller has not received notice of the intent of any government entity responsible for the enforcement of labor and employment laws to conduct any investigation, audit or review and, to the knowledge of each of the Sellers, the Stockholders Seller or the OfficerStockholder, no such investigation is in progress with respect to either Seller. (f) Since January 1, 2005 neither 2004 Seller has not effected (i) a "“plant closing" ” as defined in the Worker Adjustment and Retraining Notification Act of 1988 ("“WARN"”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Seller, or (ii) a "“mass layoff" ” as defined in WARN affecting any site of employment or facility of such Seller; nor has either Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. None of either Seller’s employees has suffered an "“employment loss" ” as defined in WARN since January 1, 2005. Buyer shall not incur any liability or other obligation with respect to WARN or any state or local plant closing or mass layoff statute in connection with or as a result of the transactions contemplated by this Agreement. The Sellers shall be, jointly and severally, solely and exclusively liable to provide such WARN or other plant closing or mass layoff notices as may be necessary in connection with any loss of employment by any employee of either Seller through and including the Closing Date. (g) The consummation of the transaction contemplated hereunder will not accelerate the time of payment of any compensation due to any employee of either Seller or result in an excess parachute payment to any employee of either Seller within the meaning of Code Section 280G. (h) Set forth on Section 2.19(h)(A) of the Disclosure Schedule is a complete list of each Seller’s current foreign national employees on whose behalf such Seller has submitted applications and petitions to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, and U.S. Department of State for immigration employment and visa benefits; and each Seller has provided the Buyer with copies of all such applications and petitions and all government notices regarding adjudications of such notices and petitions. Section 2.19(h)(B) of the Disclosure Schedule identifies and describes any pending or, to the knowledge of each of the Sellers, the Stockholders or Officers, threatened actions against either Seller for violations under the Immigration Reform and Control Act of 1986 respecting such employees of either Seller. (i) Set forth on Section 2.19(i) of the Disclosure Schedule is a complete list of all business of each Seller involving federal contracts giving rise to any reporting or filing obligations with the Office of Federal Contract Compliance Programs ("OFCCP"), and each Seller has complied in all material respects with all hiring and employment obligations applicable under OFCCP rules and regulations.,