Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Parent Disclosure Letter, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining 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 Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against any of Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.
(b) Since the enactment of the WARN Act, none of Parent or any of its Subs...
Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining 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 Company or any of its Subsidiaries, (iii) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.
(b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (...
Labor Matters; Employees. (a) No Employee is a party to any collective bargaining agreement, contract or other agreement or understanding with a labor organization of any type, nor is Seller, with respect to any Employee, the subject of any material proceeding asserting it has committed an unfair labor practice in violation of the National Labor Relations Act or any other similar or comparable state law seeking to compel it to bargain with any labor organization as to wages and conditions of employment, nor to Seller’s knowledge is any such proceeding threatened, nor to Seller’s knowledge is there any strike or similar labor dispute by the Employees pending or threatened. Seller is unaware of any efforts during the past five years involving any Employee seeking to certify a collective bargaining unit or engaging in any other union organizational activity.
(b) Schedule 6.8 contains a complete and accurate list in all material respects (and Seller will deliver a revised Schedule 6.8 no fewer than five (5) Days prior to the Closing complete and accurate in all material respects) of all Employees, their date of commencement of employment, their positions, their business locations, their annual/ weekly/ hourly rates of compensation, average scheduled hours per week and their status as full or part-time and active or on leave. Schedule 6.8 sets forth a complete and accurate list of each Employee who is a party to any written employment, retention, severance or similar agreement with Seller, and Seller has made available true and complete copies of each such agreement. Schedule 6.8 lists and Seller has made available to Purchaser each employee benefit plan, program or other arrangement providing benefits to any Employee or any beneficiary or dependent thereof that is sponsored or maintained by Seller or any of its Affiliates or to which Seller or any of its Affiliates contributes or is obligated to contribute, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, agreement, program or policy (collectively, the “BENEFIT PLANS”). Except as set forth on Schedule 6.8 or any implied contract arising solely as a result of Delaware law, no Employee is a party to any individual contract, ...
Labor Matters; Employees. (a) Except as set forth in Section 3.14 of the Crusader Disclosure Schedule, (i) as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Crusader, threatened against or affecting such Crusader Operating Entity and, during the past five years, there has not been any such action, (ii) such Crusader Operating Entity is not a party to or bound by any collective bargaining 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 such Crusader Operating Entity, (iii) none of the employees of such Crusader Operating Entity are represented by any labor organization and Crusader does not have any knowledge of any current union organizing activities among the employees of such Crusader Operating Entity, (iv) such Crusader Operating Entity has at all times been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (v) as of the date of this Agreement there is no unfair labor practice charge or complaint against such Crusader Operating Entity pending or, to the knowledge of Crusader, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) as of the date of this Agreement there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to such Crusader Operating Entity, (vii) as of the date of this Agreement, neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to such Crusader Operating Entity, and (viii) as of the date of this Agreement, there is no employee or governmental claim or investigation relating to such Crusader Operating Entity, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims...
Labor Matters; Employees. WWT is not a party to any collective bargaining or other labor contract. There has not been, there is not presently pending or existing, and, to the knowledge of WWT, there is not threatened (i) any strike, slowdown, picketing, work stoppage or employee grievance process against WWT or its business; (ii) any Legal Proceeding against or affecting WWT or its business relating to the alleged violation of any Law or Order pertaining to labor relations or employment matters; or (iii) union organizing campaign or any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by WWT, and no such action is contemplated by WWT. WWT has complied with all material Laws relating to employment, equal employment opportunity, nondiscrimination, harassment, retaliation, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational health and safety, and plant closing. WWT is not liable for the payment of any compensation, damages, Taxes, fines, penalties or other amounts (including, without limitation, amounts related to workplace safety and insurance), however designated, for failure to comply with any of the foregoing Laws.
Labor Matters; Employees. (a) Except as set forth in Section 3.21 of the Parent Schedule, (i) there is no labor strike, dispute, slowdown, work stoppage, lockout or other similar labor controversy actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its subsidiaries is a party to, bound by, or negotiating any collective bargaining or similar agreement with any labor organization (as that term is defined in the National Labor Relations Act, as amended), or work rules or practices with any labor organization or employee association applicable to employees of Parent or any of its subsidiaries, (iii) none of the employees of Parent or any of its subsidiaries are represented by any labor organization, none of Parent or any of its subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its subsidiaries nor does any question concerning representation exist concerning such employees, and neither Parent nor any of its subsidiaries have experienced any union organizational campaigns, petitions, or other unionization activities within the past three years, (iv) Parent and its subsidiaries have each at all times within the past three years been in material compliance with all Applicable Laws respecting employment and employment practices, equal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law or ordinance, (v) there is no unfair labor practice charge or complaint or any union representation question or certification petition against Parent or any of its subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency and there have been no such charges, complaints, questions or petitions within the past three years, (vi) there are no pending or, to the knowledge of Parent, threatened legal, arbitral or administrative suits, actions, investigations, charges, complaints, demands or other proceedings of any kind and in any forum by or on behalf of any current or former employee of Parent or ...
Labor Matters; Employees. 20 4.12 Taxes............................................................. 20 4.13 No Payments to Employees, Officers or Directors......................................................... 21 4.14 Brokers; Schedule of Fees and Expenses............................ 22 4.15
Labor Matters; Employees. (i) Set forth in Disclosure Schedule 7(y) is a true, correct, and complete list of all employees of Seller and the Acquired Entities, together with a list of all licenses and Permits held by each such employee as well as a summary of the employee benefits, programs, policies, and arrangements that are provided by Seller and the Acquired Entities to their respective employees.
(ii) In all material respects, each of Seller and the Acquired Entities has complied with and is in compliance with all Laws respecting employment and employment practices (including the Americans with Disabilities Act and the Family and Medical Leave Act), terms and conditions of employment, wages and hours, and nondiscrimination in employment, and each of Seller and the Acquired Entities has not and is not engaged in any unfair labor practice.
(iii) Disclosure Schedule 7(y) sets forth a true, correct, and complete list of each obligation, liability, or commitment of Seller and the Acquired Entities with respect to each written or oral employment, compensation, consulting, severance pay, or similar agreement and a true, correct, and complete copy of each document giving rise to each such obligation, liability, or commitment has been delivered to Buyer.
(iv) To Seller’s knowledge, no employee intends to terminate his or her employment with Seller or any of the Acquired Entities prior to or following the Closing Date.
(v) A list of each employee’s compensation, accrued vacation, bonus and any other compensation or benefits paid for calendar year 2002 and for the ten (10) months ended October 31, 2003, together with any amounts due that have not been paid as well as any amounts committed or promised, has been delivered to Buyer.
(vi) Neither the Seller nor any of the Acquired Entities has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Seller or of any of the Acquired Entities, and no loans or extensions of credit to any such persons or to Jxx Xxxx, Cxxxx Xxxxxx or Pxxxxx Xxxxxxx are currently outstanding irrespective of their date of issuance or creation.
Labor Matters; Employees. Except as set forth in Schedule 5.14, there are no employment agreements governing the employment of employees of Company or the Purchased Subsidiary, and all employees of the same are employed at will. Except as set forth in Schedule 5.14, to the Knowledge of Sellers, no executive, key employee, or group of employees has any plans to terminate employment with Company or the Purchased Subsidiary. No employee of the Company or the Purchased Subsidiary is represented by any union or any collective bargaining agreement. No labor organization or group of employees of Company or Purchased Subsidiary has made a demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellers, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of Sellers, Company and Purchased Subsidiary are in compliance in all material respects with all applicable Laws relating to the employment and labor (including, but not limited to, those relating to wages, hours, immigration and the classification of employees as exempt or not exempt from the payment of minimum wages or overtime under applicable Law, the prohibitions against discrimination and harassment, occupational safety and health, leaves of absence, and the collection and payment of withholding and social security Taxes). Company has correctly classified those individuals performing services as common law employees, leased employees, independent contractors or agents of Company; provided, however, that Purchaser acknowledges that Sellers shall not be responsible for any Losses incurred by or asserted against Purchaser from and after the Closing Date as a result of Purchaser’s classification of any employees, regardless of whether Purchaser uses the same classifications currently used by Company. There are no material grievances or other material labor disputes pending or, to the Knowledge of Sellers, threatened against or involving Company or Purchased Subsidiary. Schedule 5.14 contains a list of the names (separately identifying those on short–term and those on long–term leave), current pay rates, years of service, and accrued vacation pay and sick leave of each employee of Company or Purchased Subsidiary as of September 30, 2014. Schedule 5.14 also designates those employees of Company or Purchased Subsidiar...
Labor Matters; Employees. (a) To the Knowledge of the Companies, none of the Companies has ever been a party to any collective bargaining agreement or similar agreement with any labor union or employee organization. To the Knowledge of the Companies with respect to the Business Employees, (i) the Companies are in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and Occupational Safety and Health Laws, (ii) the Companies are not engaged in any unfair labor practices, (iii) there is no Claim against any of the Companies pending or threatened before the Equal Employment Opportunity Commission or equivalent state agency, (iv) there is no unfair labor practice Claim against any of the Companies pending or threatened before the National Labor Relations Board and (v) there are no labor disputes, strikes, slowdowns or stoppage pending or threatened against the Companies.
(b) The Companies have provided to Shurgard an accurate and complete list of the following information as of December 31, 2002 for each of the Business Employees, including each Business Employee on leave of absence or layoff status: (i) name, (ii) job title and (iii) current compensation paid or payable and any change in compensation made during most recent fiscal year of the Companies.
