Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 4 contracts
Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp), Merger Agreement (Applera Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as As of the date hereofof this Agreement:
(i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary;
(ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;
(iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries;
(iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months;
(v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;
(vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any collective bargaining agreement (consent decree with any Governmental Entity relating to employees or similar agreement employment practices of the Company or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to haveof its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on the Company, Effect; and
(a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (dvii) the Company and each of its Subsidiaries are is in compliance with all applicable Laws respecting (i) employment agreements, contracts and policies relating to employment, employment practices, (ii) wages, hours and terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated employees except those failures to be taken prior to the Effective Time by the Company comply that have had, or would reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on Effect. Solely for purposes of this subsection (o), clause (C) of the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a definition of “Company Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect” shall not apply.
Appears in 4 contracts
Samples: Merger Agreement (Yellow Roadway Corp), Merger Agreement (Yellow Roadway Corp), Merger Agreement (Usf Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, andSubsidiaries (“Employees”), (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; , (biii) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; and (civ) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and Employees, (db) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, hours and (iii) unfair labor practices, practices and (ivc) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended 1998 (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, (other than at the written direction of Parent or as a result of any of the transactions contemplated hereby). Except for such matters which would reasonably be expected to not have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect, neither the Company nor any of its Subsidiaries has incurred received written notice during the past two years of the intent of any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order Governmental Entity responsible for the reinstatement enforcement of labor, employment, occupational health and safety or re-engagement workplace safety and insurance/workers compensation laws to conduct an investigation of any employee and neither the Company nor or any of its Subsidiaries has incurred and, to the knowledge of the Company, no such investigation is in progress. It is agreed and understood that no representation or warranty is made in respect of labor matters in any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any Section of its Subsidiaries has established a European Works Councilthis Agreement other than Section 3.10 and this Section 3.16.
Appears in 4 contracts
Samples: Merger Agreement (Elkcorp), Merger Agreement (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (CGEA Investor, Inc.)
Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the extent imposed employees at such Properties or implied by applicable foreign LawSpace Leases, as of the date hereof, neither the Company nor any of its Subsidiaries is a are party to, or bound by, any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. Except ; nor is any application for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts certification with respect to a union-organizing campaign outstanding; nor has any employees request for recognition by a labor union or labor organization been made to any of the Company Acquired Companies or to any third party which manages or operates any of its Subsidiaries, and, (ii) the Properties or Space Leases with respect to the knowledge of the Company, there is no union organizing effort pending employees at such Properties or threatened against the Company or any of its SubsidiariesSpace Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no unfair labor practicestrike, work stoppage or other labor dispute (other than routine individual grievances) involving any of the Acquired Companies, affecting any of the Properties or labor arbitration proceeding Space Leases pending or, to the knowledge of the CompanyCompany Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Company Acquired Companies or any third party which manages or operates any of its Subsidiaries, nor are there any material industrial the Properties or trade disputes Space Leases with respect to the employees at such Properties or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workersSpace Leases; (ce) there no grievance is no slowdown, or work stoppage in effect pending or, to the knowledge of the CompanyCompany Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to any the employees of the Company at such Properties or any of its SubsidiariesSpace Leases; and (df) none of the Company and its Subsidiaries Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are in compliance with all applicable Laws respecting (i) employment and a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not hadset forth in Section 4.14 of the Disclosure Letter, and would not reasonably be expected there are no grants or subsidies from any Governmental Body to haveany Acquired Company related to employment, individually or in the aggregate, a Material Adverse Effect employee training and/or employment practices that are subject to any repayment obligation on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement part of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilAcquired Company.
Appears in 4 contracts
Samples: Merger Agreement (Inland American Real Estate Trust, Inc.), Merger Agreement (Inland American Real Estate Trust, Inc.), Merger Agreement (Inland American Real Estate Trust, Inc.)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.21(a) of the date hereofDisclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending labor strike, slowdown or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (civ) there is no slowdownneither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, or work stoppage in effect orand, to the knowledge of the Company, threatened with respect there has been no labor union prior to the date hereof organizing any employees of the Company or any of its SubsidiariesSubsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (dviii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
(b) The Company and its Subsidiaries are and have been in substantial compliance with all applicable Laws respecting notice and other requirements under the Worker Adjustment and Retaining Notification Act (i"WARN") employment and employment practicesor similar state statute. Except as set forth in Section 3.21(b) of the Disclosure Schedule, (ii) terms and conditions none of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and employees of the Company or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement.
(c) Neither the Company nor any of its Subsidiaries has is bound by any liabilities under contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to terminate the Worker Adjustment and Retraining Notification Act employment of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred employees at any actual time without payment or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilother liability.
Appears in 3 contracts
Samples: Merger Agreement (Interface Systems Inc), Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) (i) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or other agreement with a labor union, labor organization, trades council, works council or similar agreement or arrangement in any foreign countryorganization, (ii) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Knowledge of the Company, (a) as of the date hereof, (i) there are no strikes material activities or lockouts proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no material demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or similar organization, (iii) there is no pending or, to the Knowledge of the Company, material threatened strike, lockout, slowdown, or work stoppage by or with respect to any the employees of the Company or any of its Subsidiaries, and, (iiiv) to the knowledge Knowledge of the Company, there no employee or former employee of the Company or its Subsidiaries is no union organizing effort pending in violation of any term of any employment agreement, nondisclosure agreement, noncompetition agreement, restrictive covenant or threatened against other obligation to the Company or any of its Subsidiaries; Subsidiaries and (v) the consent of, consultation of or the rendering of formal advice by any labor or trade union, works council or any other employee representative body is not required for the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except in the case of clauses (iv) and (v) as would not constitute a Material Adverse Effect.
(b) there is no unfair labor practiceExcept as would not constitute a Material Adverse Effect, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (di) the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, discrimination in employment, terms and conditions of employment, payroll, worker classification (i) employment including the proper classification of workers as contingent workers, independent contractors and employment practicesconsultants), (ii) wages, mandatory social security schemes, hours and occupational safety and health, terms and conditions of employment and wages and hours, (iii) unfair labor employment practices, and (ivii) there is no charge of discrimination in employment or employment practices, including with respect to age, gender, race, religion or other legally protected category, pending or, to the Acquired Rights Directive and Knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission, or any similar international, foreign, national, state other Governmental Authority responsible for the prevention of unlawful employment practices in any jurisdiction in which the Company or local law, and any information and consultation Subsidiary has employed or similar obligation currently employs any person. Neither the Company nor any of its Subsidiaries has taken any liabilities action during the past three (3) years that has resulted in a material unsatisfied liability under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, 1988 and any other similar international, applicable foreign, nationalstate, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result statutes or regulations of any action taken jurisdiction relating to any plant closing or being contemplated to be taken prior to the Effective Time by the Company that have had, mass layoff or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilsimilar triggering event.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Validus Holdings LTD), Merger Agreement (American International Group Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as As of the date hereof, (i) there are no strikes work stoppage, slowdown, lockout, labor strike, arbitration or lockouts with respect to any employees of other labor dispute against the Company or any of its Subsidiariesthe Subsidiaries is pending or, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; threatened, (bii) there is no unfair labor practicepractice charges, labor dispute (other than routine individual grievances) material grievances or labor arbitration proceeding complaints are pending or, to the knowledge of the Company, threatened against the Company or any of its the Subsidiaries, (iii) neither the Company nor are there any of the Subsidiaries is delinquent in any material industrial respect in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) neither the Company nor any of the Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice), (v) no employee of the Company or any of the Subsidiaries, at the executive officer level or above, has given notice to the Company or any of the Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of the Subsidiaries, (vi) to the knowledge of the Company, no employee of the Company or any of the Subsidiaries is in any respect in violation of any term of any (A) employment contract where such failure would be reasonably likely to have a Company Material Adverse Effect, (B) nondisclosure agreement, (C) common law nondisclosure obligations, (D) non-competition agreement, or (E) any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of the Subsidiaries or to the use of trade disputes secrets or negotiations regarding proprietary information of others, (vii) neither the Company nor any of the Subsidiaries is a claim party to, or otherwise bound by, any consent decree with any trade union, group or organization of Governmental Body relating to employees or their representatives representing employees or workersemployment practices; (cviii) the Company and each of the Subsidiaries are in material compliance with all applicable Law respecting labor and employment, including terms and conditions of employment, workers’ compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters; and (ix) there is are no slowdowncomplaints, charges or work stoppage in effect claims against the Company or any of the Subsidiaries pending with or, to the knowledge of the Company, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of the Subsidiaries.
(b) The execution of this Agreement and the Tender and Voting Agreement, and the consummation of the transactions contemplated hereby and thereby will not result in a material breach or other violation of any collective bargaining agreement or any other employment contract to which the Company or any of the Subsidiaries is a party.
(c) Except as set forth in Schedule 3.27 of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement with respect to a labor union, labor organization or works council, nor are any such agreements presently being negotiated; (ii) none of the employees of the Company or any of its the Subsidiaries is represented by any labor union, labor organization or works council in their capacities as employees of the Company or any of the Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair no labor practicesunion, labor organization or works council or group of employees of the Company or any of the Subsidiaries has made a pending demand for recognition or certification to the Company or any of the Subsidiaries, and (iv) the Acquired Rights Directive and there are no representation or any similar international, foreign, national, state certification proceedings or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated threatened in writing to be taken prior brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; or (iv) to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, neither no labor union, labor organization or works council is seeking to organize any employees of the Company nor or any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilSubsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co)
Labor Matters. (i) Except to the extent imposed or implied by applicable foreign Law, as disclosed on Schedule 2.18:
(i) neither of the date hereof, neither the Company Companies nor any of their respective Subsidiaries is a party to any labor or collective bargaining agreement with respect to its employees; no employees of either of the Companies or any of their respective Subsidiaries are represented by any labor organization; no labor organization or group of employees of either of the Companies or any of their respective Subsidiaries has made a pending demand for recognition or certification to either of the Companies or any of their respective Subsidiaries; and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of each Company, threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal involving either of the Companies or any of their respective Subsidiaries;
(ii) there are no strikes, lockouts, work stoppages or slowdowns pending or, to the knowledge of each of the Companies, threatened against or involving either of the Companies or any of their respective Subsidiaries;
(iii) there are no unfair labor practice charges, arbitrations or grievances pending or threatened in writing against or involving either of the Companies or any of their respective Subsidiaries relating to the employment or termination of employment of any individual by either of the Companies or any of their respective Subsidiaries;
(iv) there are no complaints, charges or claims against either of the Companies or any of their respective Subsidiaries pending or, to the knowledge of each of the Companies or any of their respective Subsidiaries, threatened in writing to be brought or filed with any Governmental Entity based on or arising out of the employment by the Companies of any employee;
(v) the Companies and each of their respective Subsidiaries are in compliance in all material respects with all laws relating to the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes; and
(vi) none of the Companies or any of their respective Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement (consent decree with, or similar agreement or arrangement in citation by, any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected Governmental Entity relating to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Vantas Inc), Stock Purchase Agreement (Reckson Services Industries Inc), Stock Purchase Agreement (Carramerica Realty Corp)
Labor Matters. (a) Except to the extent imposed as set forth in Schedule 3.15, (i) no employees of Xxxxx or implied any of its Subsidiaries are represented by applicable foreign Lawa labor union or organization, no labor union or organization has been certified or recognized as a representative of the date hereofany such employees, and neither the Company Xxxxx nor any of its Subsidiaries is a party to, to or bound by, has any obligation under any collective bargaining agreement (or similar agreement or arrangement in other labor union contract with any foreign country) with employees, a labor union or organization, or has any obligation to recognize or deal with any labor union or organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes such contracts pertaining to or lockouts with respect to which determine the terms or conditions of employment of any employees employee of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company Xxxxx or any of its Subsidiaries; (bii) there is are no unfair labor practicepending or threatened representation campaigns, labor dispute elections or proceedings or questions concerning union representation involving any employees of Xxxxx or any of its Subsidiaries; (other than routine individual grievancesiii) or labor arbitration proceeding pending or, to the neither Xxxxx nor any of its Subsidiaries has any knowledge of the Company, threatened against the Company any activities or efforts of any labor union or organization (or representatives thereof) to organize any employees of Xxxxx or any of its Subsidiaries, nor are there of any material industrial demands for recognition or trade disputes collective bargaining, nor of any strikes, slowdowns, work stoppages or negotiations regarding a claim with lock-outs of any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownkind, or work stoppage in effect orthreats thereof, to the knowledge of the Company, threatened by or with respect to any employees of the Company Xxxxx or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practicesor any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the 48-month period preceding the date hereof; (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company neither Xxxxx nor any of its Subsidiaries has engaged in, admitted committing or been held in any liabilities administrative or judicial proceeding to have committed any unfair labor practice under the Worker Adjustment and Retraining Notification Act of 1988National Labor Relations Act, as amended amended; (the “WARN Act”v) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company Xxxxx nor any of its Subsidiaries has incurred is involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of material importance with any labor union or organization; and (vi) there are no controversies, claims, demands or grievances of material importance pending or, so far as Xxxxx or any of its Subsidiaries is aware, threatened, between Xxxxx or any of its Subsidiaries and any of their respective employees or any actual or contingent liability claimed representative thereof.
(b) Schedule 3.15 (and the exhibits thereto) set forth all contracts and agreements, including, without limitation, employment agreements, consulting agreements, change in control agreements, independent contractor agreements, retainers and severance agreements under which Xxxxx or any of its Subsidiaries has any obligation to provide wages, salary, commissions or other compensation or remuneration (other than obligations to make current wage or salary payments terminable at will without notice) to or on behalf of any employee, former employee, consultant or contractor (or any designee, assignee or beneficiary thereof). A complete and correct copy of each written (and a complete and correct written description of each such oral) contract or agreement, has been delivered or made available to Buyer.
(c) A true and correct statement of the names, current rates of base compensation and description of the formula for computing bonus compensation of all officers, directors and salaried non-union employees of Xxxxx and its Subsidiaries as of the date hereof, is set forth in Schedule 3.15. Except as set forth in Schedule 3.15, (i) Xxxxx and its Subsidiaries have no obligation (including an obligation for the payment of any fee, extraordinary bonus or "golden parachute" based upon the successful completion of the transactions contemplated hereunder) under any employment contract, severance agreement or other change in control plan, agreement or arrangement, or any other similar agreements, employment policies (including vacation and severance pay policies) or retirement or employee benefit plans, arrangements or understandings, written or otherwise, with any officer, director, employee or agent of Xxxxx or any Subsidiary and (ii) since January 1, 1998, Xxxxx and its Subsidiaries have (A) not paid or agreed to pay any bonuses or made or agreed to make any increase in the rate of wages, salaries or other compensation or remuneration of any of its officers, directors, consultants or employees (except for increases in accordance with written binding commitments, true, correct and complete copies of which have been previously delivered to Buyer, or in accordance with a past practice described in Schedule 3.15), or (B) become a party to any employment contract or arrangement with any of its officers or employees providing for any new or additional bonuses, profit sharing payments, severance pay or retirement benefits or any other form of employee compensation or benefits.
(d) Xxxxx and each of its Subsidiaries has at all times complied in all material respects and is in material compliance with all applicable federal, state and local laws, rules and regulations respecting employment, wages, hours, occupational health and safety, and payment and withholding of taxes in connection with employment. Except as set forth in Schedule 3.15, there are no claims, complaints or legal or administrative proceedings pending or, so far as Xxxxx is aware, threatened, against Xxxxx or any termination of its Subsidiaries before any federal, state or municipal court or governmental agency, or any federal, state or municipal taxing authority involving or relating to any past or present employee(s) or applicant(s) for employment of Xxxxx or any of its employees (including redundancy payments) Subsidiaries, or for failure relating to comply with any order for the reinstatement acts, omissions or re-engagement practices of Xxxxx or any employee of its Subsidiaries relating to employment practices or occupational health and neither the Company safety. Neither Xxxxx nor any of its Subsidiaries has incurred are party to or bound by any liability for failure to provide information court or to consult with administrative order, judgment, decree or ruling of any kind respecting the employment practices or occupational health and safety of any employees under any employment Laws. Neither the Company nor or prospective employees of Xxxxx or any of its Subsidiaries has established a European Works CouncilSubsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Bryan Steam Corp), Merger Agreement (Burnham Corp), Merger Agreement (Bryan Steam Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither Neither the Company nor any of its Subsidiaries is a party to, or bound by, any or in the process of negotiating a collective bargaining agreement (agreement, work rules or practices or similar labor-related agreement with any labor union, labor organization or arrangement in any foreign country) with employees, a labor union or labor organizationworks council. Except for such matters which have not had, and had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, (ai) as of the date hereof, (i) there are no pending strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, andSubsidiaries (“Employees”), (ii) to the knowledge Knowledge of the Company, as of the date hereof, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; , (biii) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union(iv) as of the date hereof, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect pending or, to the knowledge of the Company’s Knowledge, threatened with respect to any employees of the Company or any of its Subsidiaries; Employees, and (dv) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) hours and unfair labor practices. Except for such matters which have not had or would not reasonably be expected to have, and (iv) individually or in the Acquired Rights Directive and or any similar internationalaggregate, foreigna Company Material Adverse Effect, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company1998. Except as has for such matters which have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, neither each individual who renders or has rendered services to the Company nor or any of its Subsidiaries and who is not or has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither not been classified by the Company nor or any of its Subsidiaries has incurred any liability for failure as an employee and paid on one of their respective payrolls has, to provide information the Company’s Knowledge, at all times been properly characterized as to his or her relationship to consult with employees under any employment Laws. Neither the Company nor or any of its Subsidiaries has established to the extent that any erroneous classification would not reasonably be anticipated to result in the failure to satisfy any qualification requirement with respect to any Company Benefit Plan, a European Works Councilviolation of ERISA, the imposition of penalties or excise taxes with respect to any Company Benefit Plan, or result in any other liability to the Company or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as set forth on Section 4.14(a) of the date hereofCompany Disclosure Letter, (i) none of the employees of the Company or any of its Significant Subsidiaries is represented in his or her capacity as an employee of the Company or any Significant Subsidiary by any union or other labor organization, and (ii) neither the Company nor any Significant Subsidiary is, or has been during the two (2) year period preceding the date of its Subsidiaries is this Agreement, a party to, or bound by, or subject to, any collective bargaining agreement (or other similar agreement or arrangement in with any foreign country) with employees, a labor union or other labor organization. Except for such matters which have not had, and as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereofof this Agreement, (i) there are no strikes no, and have not been during the two (2)-year period preceding the date of this Agreement any, strikes, lockouts, concerted slowdowns, or lockouts work stoppages in effect with respect to any employees of the Company or any of its Significant Subsidiaries, and, (ii) to the knowledge Knowledge of the Company, there is no no, and has not been during the two (2) year period preceding the date of this Agreement, any, formal union organizing effort pending or threatened against the Company or any of its Significant Subsidiaries; , and (biii) there is no no, and has not been during the two (2) year period preceding the date of this Agreement, any, unfair labor practicepractice charge, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Significant Subsidiaries has a requirement to bargain with any liabilities under the Worker Adjustment union or other labor organization. The Company and Retraining Notification Act of 1988its Significant Subsidiaries have satisfied, as amended (the “WARN Act”) orin all material respects, any legal or contractual requirement to the knowledge obtain consent from, or enter into any consultation procedure with, any labor or trade union, works council or other employee representative body to enter into this Agreement or to consummate any of the Company, any similar international, foreign, national, state transactions contemplated hereby.
(b) Except as would not have or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, neither the Company nor any of its Significant Subsidiaries has received written notice during the past two (2) years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of its Significant Subsidiaries with respect to such matters and, to the Knowledge of the Company, no such investigation is in progress or threatened. Except for such non-compliance as has not had, and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, the Company and each of its Significant Subsidiaries are, and during the three (3) year period preceding the date of this Agreement have been, in compliance with all applicable Laws in respect of employment and employment practices, including terms and conditions of employment, wages and hours, Fair Labor Standards Act exempt/non-exempt classifications, and occupational safety and health, and classifications of service providers as employees and/or independent contractors. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no employment-related Actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries.
(c) Neither the Company nor any of its Significant Subsidiaries has any liability under the Worker Adjustment and Retraining Notification Act of 1988 or any similar state, local or other applicable laws related to plant closings, relocations, mass layoffs and employment losses as a result of any action taken by the Company or any of its Significant Subsidiaries that would have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except as would not be material to the Company or any of its Significant Subsidiaries, from January 1, 2022, to the Knowledge of the Company, (i) no allegations of sexual harassment or other sexual misconduct or race discrimination have been made by any current or former employee or independent contractor of the Company or any of its Significant Subsidiaries against any employee of the Company or its Significant Subsidiaries with the title of senior vice president or above through any formal human resources communication channels at the Company (including an anonymous employee hotline, if any), (ii) there are no actions, suits, investigations or proceedings pending or threatened in writing related to any allegations made by any current or former employee or independent contractor of the Company or any of its Significant Subsidiaries of sexual harassment or other sexual misconduct or race discrimination against any employee of the Company or its Significant Subsidiaries with the title of senior vice president or above and (iii) neither the Company nor any of its Significant Subsidiaries has incurred have entered into any actual settlement agreements related to allegations of sexual harassment or contingent liability in connection with other sexual misconduct or race discrimination made by any termination current or former employee or independent contractor of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor or any of its Significant Subsidiaries has incurred against any liability for failure to provide information or to consult with employees under any employment Laws. Neither employee of the Company nor any with the title of its Subsidiaries has established a European Works Councilsenior vice president or above.
Appears in 3 contracts
Samples: Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Noble Corp PLC)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.19 of the date hereofDisclosure Schedule:
(a) Neither the Company, neither the Company Parent nor any of its their Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected contract applicable to have, individually or in the aggregate, a Material Adverse Effect on persons employed by the Company, (a) as of the date hereof, (i) there are no strikes Parent or lockouts with respect to any employees of the Company or any of its their Subsidiaries, andnor are they under any current obligation to bargain with any bargaining agent on behalf of any such persons, (ii) nor, to the knowledge of the Company and the Parent, are there or have there been any organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company, there is no union organizing effort pending or threatened against the Company Parent or any of its their Subsidiaries; ;
(b) there is There are no unfair labor practicecontroversies, labor dispute (other than routine individual grievances) strikes, slowdowns or labor arbitration proceeding work stoppages pending or, to the knowledge of the Company or the Parent after due inquiry, threatened between the Company, threatened against the Company Parent or any of its their Subsidiaries, on the one hand, and any of their respective employees, on the other hand, and neither the Company nor are there the Parent has experienced any material industrial such controversy, strike, slowdown or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; work stoppage within the past three years;
(c) there is no slowdownNeither the Company, the Parent nor any of their Subsidiaries has breached or work stoppage in effect orotherwise failed to comply with the provisions of any collective bargaining or union Contract and, to the knowledge of the Company and the Parent, there are no grievances outstanding against the Company, threatened the Parent or any of their Subsidiaries under any such contract that could have a Material Adverse Effect;
(d) There are no unfair labor practice complaints pending against the Company, the Parent or any of their Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company, the Parent or any of their Subsidiaries that could have a Material Adverse Effect;
(e) The Company, the Parent and their Subsidiaries are currently in compliance in all material respects with respect all applicable Laws relating to the employment of labor, including those related to wages (including the payment of overtime), hours, worker classifications (including proper classification of any independent contractors or consultants), collective bargaining, unemployment insurance, workers’ compensation, discrimination, record-keeping and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company, the Parent or their Subsidiaries and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing;
(f) To the knowledge of the Company and the Parent, each employee of the Company or any of its Subsidiaries; the Parent who is located in the United States and is not a United States citizen has all necessary approvals, authorizations and papers necessary to work in the United States in accordance with applicable Law;
(dg) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge Each of the Company, any similar internationalthe Parent and their Subsidiaries has paid in full to all employees, foreignor adequately reserved in accordance with the Company’s and the Parent’s historical accounting practices, nationalpolicies and principles consistently applied, state all wages, salaries, commissions, bonuses, benefits and other compensation due to or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result on behalf of any action taken or being contemplated to be taken prior such employees except to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Effect;
(h) There is no claim with respect to payment of wages, salary or overtime pay that has been asserted or, to the knowledge of the Company or the Parent, is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company, the Parent or any of their Subsidiaries except to the extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(i) As of the date hereof neither the Company Company, the Parent nor any of its their Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices;
(j) There is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company or the Parent, threatened with respect to the Company or the Parent;
(k) As of the date hereof there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, or any alleged violation of any privacy Laws, which has been asserted or, to the knowledge of the Company or the Parent, is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company, the Parent or any of their Subsidiaries has incurred employed or currently employs any actual or contingent liability in connection with any termination person;
(l) As of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and date hereof, neither the Company Company, the Parent nor any of its their Subsidiaries has incurred received written notice of the intent of any liability federal, state, local or foreign Governmental Authority responsible for failure the enforcement of labor or employment laws to provide information conduct an investigation with respect to or relating to consult with employees under the Company, the Parent or any employment Laws. Neither of their Subsidiaries and no such investigation is in progress or has been conducted in the Company past; and
(m) Except as set forth in Section 3.19(m) of the Disclosure Schedule, as of the date hereof neither the Company, the Parent nor any of its their Subsidiaries has established a European Works Councilis aware that any officer or key employee intends to terminate employment with the Company, the Parent or their Subsidiaries, as applicable.
Appears in 3 contracts
Samples: Master Investment Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp)
Labor Matters. Except Since its inception, OVT, has not experienced any slowdown, work interruption, strike, or work stoppage by employees of OVT. OVT is not a party to the extent imposed nor does OVT have any obligation pursuant to any collective bargaining agreement, nor is OVT obligated under any agreement to recognize or implied by applicable foreign Law, as bargain with any labor organization or union on behalf of the date hereof, neither the Company such employees. Neither OVT nor any of its Subsidiaries is a party toofficers, directors, or bound byemployees has been charged or, to OVT's knowledge, threatened with the charge of any collective bargaining agreement (unfair labor practice. After reasonable investigation, neither OVT nor Sellers is aware that any significant employee or similar agreement consultant of OVT is obligated under any contract or arrangement in other agreement, or subject to any foreign country) judgment, decree, or order of any court or administrative agency, that would conflict with employees, a labor union the obligation of such Employee or labor organizationconsultant to use best efforts to promote the interests of OVT. Except for such matters which have not had, To the knowledge of OVT and would not reasonably be expected Sellers no third party has claimed or has reason to have, individually claim that any person employed by or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, affiliated with OVT has (i) there are no strikes violated or lockouts with respect to may be violating any employees of the Company terms or conditions of any of its Subsidiariesemployment, andnon-competition, or non-disclosure agreement between such employee and such third party, (ii) disclosed or may be disclosing, or utilized or may be utilizing, any trade secret or proprietary information or documentation of such third party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of OVT present or former employees. No third party has requested information from OVT which suggests that such a claim might be contemplated. To the knowledge of OVT and Sellers no person employed by or affiliated with OVT has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the knowledge of OVT and Sellers no person employed by or affiliated with OVT has violated any confidential relationship which such person may have had with any third party, in connection with the Companydevelopment, manufacture, or sale of any product or proposed product, or the development or sale of any service or proposed service of OVT, and OVT has no reason to believe there is no union organizing effort pending will be any such employment or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to violation. To the knowledge of OVT and Sellers none of the Company, threatened against the Company execution or any delivery of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownthis Agreement, or work stoppage in effect or, to the knowledge carrying on of the Companybusiness of OVT by its officers, threatened with respect to any employees Employees, or agents, or the conduct or proposed conduct of the Company business of OVT, will conflict with or any of its Subsidiaries; and (d) the Company and its Subsidiaries are result in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge a breach of the Companyterms, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have hadconditions, or would reasonably be expected to have, individually provisions of or in the aggregate, constitute a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees default under any employment Laws. Neither the Company nor contract, covenant, or instrument under which any of its Subsidiaries has established a European Works Councilsuch person is obligated.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Armagh Group Inc), Stock Exchange Agreement (Armagh Group Inc), Stock Exchange Agreement (Armagh Group Inc)
Labor Matters. (i) Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, disclosed on Schedule 4(t):
(A) neither the Company nor any of its Subsidiaries Subsidiary is a party to, to any labor or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any its employees; no employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge Subsidiaries are represented by any labor organization; no labor organization or group of employees of the Company, there is no union organizing effort Company or any of its Subsidiaries has made a pending demand for recognition or threatened against certification to the Company or any of its Subsidiaries; and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal involving the Company or any of its Subsidiaries;
(bB) there is are no unfair labor practicestrikes, labor dispute (other than routine individual grievances) lockouts, work stoppages or labor arbitration proceeding slowdowns pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries;
(C) there are no unfair labor practice charges, arbitrations or grievances pending or threatened in writing against or involving the Company or any of its Subsidiaries relating to the employment or termination of employment of any individual by the Company or any of its Subsidiaries;
(D) there are no complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the knowledge of the Company or any of its Subsidiaries, nor are there any material industrial threatened in writing to be brought or trade disputes or negotiations regarding a claim filed with any trade union, group Governmental Entity based on or organization arising out of employees or their representatives representing employees or workers; the employment by the Company of any employee;
(cE) there the Company and each of its Subsidiaries is no slowdown, or work stoppage in effect or, compliance in all material respects with all laws relating to the knowledge employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Company, threatened with respect to any employees collection and payment of withholding and/or Social Security Taxes and similar Taxes; and
(F) none of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 3 contracts
Samples: Merger Agreement (Vantas Inc), Merger Agreement (Carramerica Realty Corp), Merger Agreement (Reckson Services Industries Inc)
Labor Matters. Except as set forth in Section 4.18 of the Disclosure Letter: (a) none of the Acquired Companies or, to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofAcquired Companies, neither the Company nor Minority JV Entities or any third party which manages or operates any of its Subsidiaries is a the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. Except ; nor is any application for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts certification with respect to a union-organizing campaign outstanding; nor has any employees request for recognition by a labor union or labor organization been made to any of the Company or any of its SubsidiariesAcquired Companies or, and, (ii) to the knowledge of the CompanyAcquired Companies, there is no union organizing effort pending to the Minority JV Entities or threatened against the Company to any third party which manages or operates any of its Subsidiariesthe Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies and, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies, the Minority JV Entities or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no unfair labor practicestrike, work stoppage or other labor dispute (other than routine individual grievances) involving any of the Acquired Companies, affecting any of the Properties or labor arbitration proceeding Space Leases or, to the knowledge of the Acquired Companies, involving any of the Minority JV Entities, pending or, to the knowledge of the CompanyAcquired Companies, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect the Acquired Companies or, to the knowledge of the CompanyAcquired Companies, threatened against the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to any the employees of the Company at such Properties or any of its SubsidiariesSpace Leases; and (de) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) no grievance is pending or, to the knowledge of the CompanyAcquired Companies, threatened against any of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have hadconsent decree with, or would reasonably be expected citation by, any Governmental Body relating to have, individually employees or in the aggregate, a Material Adverse Effect on the Companyemployment practices. Except as has not hadset forth in Section 4.18 of the Disclosure Letter, and would not reasonably be expected there are no grants or subsidies from any Governmental Body to haveany Acquired Company or, individually or in to the aggregateknowledge of the Acquired Companies, a Material Adverse Effect any Minority JV Entity, related to employment, employee training and/or employment practices that are subject to any repayment obligation on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement part of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilAcquired Company.
Appears in 3 contracts
Samples: Merger Agreement (Winston Hotels Inc), Merger Agreement (Winston Hotels Inc), Merger Agreement (Inland American Real Estate Trust, Inc.)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.21(a) of the date hereofDisclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending labor strike, slowdown or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (civ) there is no slowdownneither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, or work stoppage in effect orand, to the knowledge of the Company, threatened with respect there has been no labor union prior to the date hereof organizing any employees of the Company or any of its SubsidiariesSubsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (dviii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
(b) The Company and its Subsidiaries are and have been in substantial compliance with all applicable Laws respecting notice and other requirements under the Worker Adjustment and Retaining Notification Act (i"WARN") employment and employment practicesor similar state statute. Except as set forth in Section 3.21(b) of the Disclosure Schedule, (ii) terms and conditions none of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and employees of the Company or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety-day period prior to the execution of this Agreement.
(c) Neither the Company nor any of its Subsidiaries has is bound by any liabilities under contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to terminate the Worker Adjustment and Retraining Notification Act employment of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred employees at any actual time without payment or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilother liability.
Appears in 3 contracts
Samples: Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries Affiliates nor, to the Company’s knowledge, any of the Managed Practices is a party to, or bound by, any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. To the Company’s knowledge, there are no pending material representation petitions involving either the Company or any of its Affiliates or, to the Company’s knowledge, any of the Managed Practices before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is subject to any material unfair labor practice charge or complaint, dispute, strike or work stoppage. Except for such matters which have not hadas set forth on Section 3.15 of the Company Disclosure Schedule, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, (a) as of the date hereof, (i) there are no strikes or lockouts organizational efforts with respect to any the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any of its Subsidiaries, Affiliates or any of the Managed Practices.
(b) The Company and each of its Affiliates and, (ii) to the knowledge of the Company, there is no union organizing effort pending each of the Managed Practices to the knowledge of the Company, the Managed Practices are in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or threatened against human resources personnel policies (to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices are in compliance in all material respects with applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Subsidiaries; (b) there is no unfair Affiliates has a material labor practiceor employment dispute currently subject to any grievance procedure, labor dispute (other than routine individual grievances) arbitration or labor arbitration proceeding pending orlitigation, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilit.
Appears in 2 contracts
Samples: Merger Agreement (Radiation Therapy Services Inc), Merger Agreement (Vestar Capital Partners v L P)
Labor Matters. Except to (i) Section 5.1(m)(i) of the extent imposed or implied by applicable foreign LawCompany Disclosure Letter sets forth an accurate and complete list, as of the date hereofof this Agreement, of each material collective bargaining agreement, effects bargaining agreement or other agreement between the Company or any of its Subsidiaries and any labor organization representing individuals employed by or otherwise performing services for the Company or any of the Subsidiaries of the Company (“Company Employees”) including, without limitation, all agreements subject to enforcement under Section 301 of the Labor Management Relations Act (collectively, the “Company Labor Agreements”), setting forth for each Company Labor Agreement, the parties thereto and the expiration date. The Company has made available to Parent a complete and accurate copy of each Company Labor Agreement.
(ii) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries of the Company is a party to or bound by any collective bargaining agreement, agreement with any works council, or labor contract, except as set forth in Section 5.1(m)(ii) of the Company Disclosure Letter; (B) no labor union, labor organization, works council, or group of employees of the Company or any of the Subsidiaries of the Company has made a pending demand for recognition or certification; (C) to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority involving the Company or any Subsidiary of the Company; (D) neither the Company nor any Subsidiary of the Company has engaged in any unfair labor practice with respect to any Company Employees; (E) there is no unfair labor practice charge, material grievance or other labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of the Subsidiaries of the Company by the National Labor Relations Board, any arbitration body or any other Governmental Entity (which for the purpose of this representation shall include arbitration proceedings) with respect to any Company Employee; (F) to the Knowledge of the Company, there are no labor union organizing activities with respect to any Company Employee; and (G) there is no labor strike, lockout, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or any Subsidiary of the Company and no such strike, lockout, slowdown or stoppage has occurred since the Applicable Date.
(iii) Since the Applicable Date, neither the Company nor any of its Subsidiaries is a party tohave implemented any location closing, mass layoff or bound by, any redundancy or collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization dismissal of employees or their representatives representing employees or workers; that could require notice and/or consultation under any Laws (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under including the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the “WARN Act”) or), to the knowledge of the Company, or any similar international, foreign, national, state or local lawplant closing or mass layoff statute, including without limitation rule or regulation) and the Acquired Rights Directive Company and collective dismissal lawsthe Subsidiaries of the Company have, as a result applicable, provided notice to and obtained the consent or opinion of, or otherwise satisfied any applicable procedural and substantive requirements vis-à-vis, any labor union, labor organization, works council or similar representative body, in connection with the execution of any action taken or being contemplated to be taken prior to this Agreement and consummation of the Effective Time by Transactions.
(iv) The Company and the Subsidiaries of the Company that are and have hadbeen since the Applicable Date in compliance with all collective bargaining agreements, agreements with any works council, or would reasonably be expected labor contracts to havewhich the Company or any of the Subsidiaries of the Company is a party or bound and with all applicable Laws respecting employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours, pay equity, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except for noncompliance as, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect.
Appears in 2 contracts
Samples: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company (1) Neither Agouron nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. Except ; (2) to the Knowledge of Agouron, neither Agouron nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there are no current or threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Agouron or any Subsidiary, or labor strike and no such matters which activities have not hadoccurred during the past 24 months; (4) no grievance, and would not reasonably be expected arbitration, complaint or investigation is pending or, to havethe Knowledge of Agouron, threatened against Agouron or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, Agouron; (ii5) to the knowledge Knowledge of the CompanyAgouron, there Agouron and each Subsidiary is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting laws (i) employment domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, (ii) wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to Agouron; (6) Agouron has complied in all material respects with its payment obligations to all employees of Agouron and wages its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and hoursother compensation due and payable to such employees under any Agouron policy, (iii) unfair labor practicespractice, and (iv) the Acquired Rights Directive and agreement, plan, program or any similar internationalstatute or other law; (7) Agouron is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, foreignpractice, nationalagreement, state plan, or local lawprogram of Agouron, and nor to the Knowledge of Agouron will Agouron have any information and consultation liability which exists or similar obligation . Neither arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the Company nor transactions contemplated hereunder or as a result of the termination by Agouron of any persons employed by Agouron or any of its Subsidiaries has any liabilities under on or prior to the Effective Time of the Merger except as required by Code Section 4980B; and (8) Agouron is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the “WARN Act”"WARN") orand part 6 and 7 of Title I of ERISA, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not hadextent applicable, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any all other employee notification and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees bargaining obligations arising under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilcollective bargaining agreement or statute.
Appears in 2 contracts
Samples: Merger Agreement (Warner Lambert Co), Merger Agreement (Agouron Pharmaceuticals Inc)
Labor Matters. Except (a) To their knowledge, none of the Group Companies has any material Liability for any past due wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the extent imposed Lookback Date, (i) none of the Group Companies has or implied has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable foreign LawLaw or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have has not had, and would not reasonably be expected to haveresult in, individually or in the aggregate, material Liability to the Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a Material Adverse Effect result of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any CBAs nor to the knowledge of the Company is there any duty on the Companypart of any Group Company to bargain or consult with, or provide notice or information to, any labor organization, labor union, works council or other employee representative (aeach a “Union”) as which is representing any employee of the date hereofGroup Companies, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies; and no employees of any Group Company are represented by a Union. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (i5) years, no labor union, works council, other labor organization, or group of employees of the Group Companies has made a demand for recognition, and there are no strikes representation proceedings presently pending or lockouts threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of the Company or any of its Subsidiaries, and, Group Company.
(iid) to To the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to Group Companies are and for the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are last three years have been in compliance in all material respects with all applicable Laws respecting (i) labor, employment and employment practices, (ii) including, without limitation, all laws respecting terms and conditions of employment employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance.
(e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company.
(f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (iii6) unfair labor practicesmonths or is currently contemplated, and (iv) the Acquired Rights Directive and planned or announced, including as a result of COVID-19 or any similar internationalLaw, foreignOrder, nationaldirective, state guidelines or local lawrecommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, and any information and consultation arising out of or similar obligation . Neither in connection with COVID-19.
(g) To the Company nor Company’s knowledge, no executive officer or senior or management-level employee of any of its Subsidiaries the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any liabilities under of the Worker Adjustment and Retraining Notification Act Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of 1988, as amended (the “WARN Act”) Group Companies has been accused in writing or, to the knowledge Company’s knowledge, orally, of any sexual harassment, sexual assault, other similar misconduct or sexual discrimination or other discrimination, retaliation or related policy violation allegation in connection with his or her employment or engagement with the Group Companies or otherwise during the last five (5) years.
(h) The Group Companies have no employees other than those being shared with the Group Companies pursuant to the Employee Services Sharing Agreement described in Schedule 3.7(a).
(i) Section 3.14(i) of the Company Disclosure Schedules contains a list of all independent contractors (including consultants) currently engaged by any Group Company, along with the position, the entity engaging such Person, date of retention and rate of remuneration for each such Person. Except as set forth in Section 3.14(i) of the Company Disclosure Schedules, all of such independent contractors are a party to a written Contract with a Group Company. To the Knowledge of the Company, any similar international, foreign, national, state or local lawfor the purposes of applicable Law, including without limitation the Acquired Rights Directive and collective dismissal lawsCode, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have hadall independent contractors who are currently, or would reasonably be expected to havewithin the last six (6) years have been, individually or in the aggregate, engaged by a Material Adverse Effect on the Group Company are bona fide independent contractors and not employees of a Group Company. Except as has not had, and would not reasonably be expected to have, individually or set forth in the aggregate, a Material Adverse Effect on the Company, neither Section 3.14(i) of the Company nor Disclosure Schedules, each independent contractor is terminable on fewer than thirty (30) days’ notice, without any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement obligation of any employee and neither the Group Company nor any of its Subsidiaries has incurred any liability for failure to provide information pay severance or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Counciltermination fee.
Appears in 2 contracts
Samples: Business Combination Agreement (Integrated Wellness Acquisition Corp), Business Combination Agreement (Integrated Wellness Acquisition Corp)
Labor Matters. Except as set forth in Section 4.2(n) of the WRI Disclosure Schedule or the WRI SEC Documents, to the extent imposed or implied by applicable foreign Law, as of related to the date hereof, neither the Company Gas Business:
(1) Neither WRI nor any of its the Transferred Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar other current labor agreement or arrangement in with any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and there is no current union representation question involving employees of WRI relating to the Gas Business or any of the Transferred Subsidiaries, nor does WRI or the Transferred Subsidiaries have knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize or threaten to organize any such employees;
(2) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure against WRI relating to the Gas Business or any of the Transferred Subsidiaries pending, or, to the knowledge of WRI or any of the Transferred Subsidiaries, threatened, that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, Gas Business;
(a3) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there There is no union organizing effort pending strike, dispute, slowdown, work stoppage or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practicelockout pending, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company WRI or any of its the Transferred Subsidiaries, nor are there any material industrial threatened, against or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened involving WRI with respect to the Gas Business and/or any employees of the Company or any of its SubsidiariesTransferred Subsidiaries that would have a Material Adverse Effect on the Gas Business; and
(4) WRI and (d) the Company and its Transferred Subsidiaries are in compliance with all applicable Laws laws respecting (i) employment and employment practices, (ii) terms and conditions of employment employment, wages, hours of work and wages occupational safety and hourshealth, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company except for non-compliance that would not have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilGas Business.
Appears in 2 contracts
Samples: Merger Agreement (Western Resources Inc /Ks), Merger Agreement (Oneok Inc)
Labor Matters. Except to for such matters which would not have individually or in the extent imposed or implied by applicable foreign Lawaggregate, as of the date hereofa Company Material Adverse Effect, neither the Company nor any of its Subsidiaries subsidiaries has received written notice during the past two years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of its subsidiaries and, to the knowledge of the Company, no such investigation is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organizationprogress. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, (a) as of the date hereofEffect, (i) there are no (and have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, andsubsidiaries (the “Company Employees”), (ii) to the knowledge of the Company, there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Company or any of its Subsidiaries; subsidiaries, (biii) there is no (and has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (civ) there is no slowdown, (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; Employees, and (dv) the Company and its Subsidiaries subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) hours and unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended and the regulations promulgated thereunder (the “WARN Act”) or, to the knowledge of the Company, or any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, law as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsEffect. Neither the Company nor any of its Subsidiaries has established subsidiaries is a European Works Councilparty to any collective bargaining agreements. Except as would not have, individually or in the aggregate a Company Material Adverse Effect, all individuals that have been or that are classified by the Company as independent contractors have been and are correctly so classified, and none of such individuals could reasonably be classified as an employee of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Plains Exploration & Production Co), Merger Agreement (Pogo Producing Co)
Labor Matters. Except (a) Section 3.16(a) of the Company Disclosure Schedule contains a list of all employees of the Company and each of its Subsidiaries, along with the position and the annual rate of compensation of each such person. Each current employee of the Company or any of its Subsidiaries has entered into a confidentiality and assignment of inventions agreement with the Company, a copy or form of which has previously been delivered to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither Parent. Neither the Company nor any of its Subsidiaries is a party to, to or otherwise bound by, by any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or is seeking to havecompel it to bargain with any labor union or labor organization that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereof, (i) nor is there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. Section 3.16(a) of the Company Disclosure Schedule lists all employees of the Company who are not citizens of the United States.
(b) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, no employee of the Company or any of its Subsidiaries (i) has an employment agreement with the Company or any of its Subsidiaries, nor are there (ii) to the Company’s knowledge is in violation of any material industrial or trade disputes or negotiations regarding a claim with term of any trade unionpatent disclosure agreement, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownnon-competition agreement, or work stoppage in effect or, any restrictive covenant to a former employer relating to the knowledge right of the Company, threatened with respect any such employee to any employees of be employed by the Company or any of its Subsidiaries; and (d) Subsidiaries because of the nature of the business conducted by the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, or to the knowledge use of trade secrets or proprietary information of others, or (iii) in the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result case of any action taken key employee or being contemplated to be taken prior group of key employees, has given notice to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual that such employee or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither in a group of key employees intends to terminate his or her employment with the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilCompany.
Appears in 2 contracts
Samples: Merger Agreement (Genaissance Pharmaceuticals Inc), Merger Agreement (Genaissance Pharmaceuticals Inc)
Labor Matters. (a) Except (i) as set forth in Section 3.18(a) of the Company Disclosure Letter, and (ii) with respect to the extent imposed or implied by applicable foreign Lawclauses (B)-(F), as of would not, individually or in the date hereofaggregate, reasonably be expected to have a material impact on the Company and its Subsidiaries, taken as a whole: (A) except for national or sectoral Collective Bargaining Agreements and related extension orders (‘tzavei harchava’) that are applicable to all employees in Israel, neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or bound bymore employees and a union, any trade union or works council, group of employees or employee representative body, for collective bargaining agreement (or similar agreement or arrangement in with respect to their respective employees with any foreign country) with employees, a labor union or labor organization. Except for , union, group, association, works council or employee representative body (“Collective Bargaining Agreements”) and no such matters which have not hadagreement is, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, (a) as of the date hereofpresently being negotiated, (iB) there are no strikes pending demands provided in writing to the Company or lockouts with respect any of its Subsidiaries for recognition, or certifications or proceedings or, to the knowledge of the Company, threatened or reasonably anticipated to be brought or filed against the Company or any of its Subsidiaries by or on behalf of any works council, union, trade union, or labor-relations organization or entity (“Labor Organization”) to organize employees of the Company or any of its Subsidiaries, (C) there are no pending lockouts, strikes, slowdowns, work stoppages, concerted refusals to work overtime or other similar labor activity or dispute or, to the knowledge of the Company, threats thereof by any employees of the Company or any of its Subsidiaries, and(D) neither the Company nor any of its Subsidiaries has committed any unfair labor practice in connection with the operation of their respective businesses and there is no charge, (ii) complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending, or to the knowledge of the Company, there is no union organizing effort pending or threatened against threatened, (E) the Company and its Subsidiaries have not entered into or are subject to, and no employees in Israel benefit from, any extension order (tzavei harchava), except for extension orders which generally apply to all employees in Israel or to all employees in the general area of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge business of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; and (cF) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of neither the Company or nor any of its Subsidiaries has paid, or has been required or requested in writing to pay, any payment (including professional organizational handling charges) to any employers’ association or organization.
(b) Except where failure to comply would not individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries; and (d) , taken as a whole, the Company and its Subsidiaries are in compliance with all applicable Laws respecting and since January 1, 2017 (i) have complied with Applicable Laws and Orders relating to employment and employment practices, including all Laws relating to labor relations, terms and conditions of employment, worker classification (ii) including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, prohibited discrimination, equal employment opportunities, fair employment practices, meal and rest periods, immigration status, harassment (including sexual harassment), retaliation, reasonable accommodation, disability rights or benefits employee safety and health, wages and overtime compensation, child labor, family and medical leave, workers’ compensation, leaves of absence, WARN, unemployment insurance, obligations to provide statutory severance pay under the Israeli Severance Pay Law, 1963 and vacation days pursuant to the Israeli Annual Leave Law, 1951, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including the Minimum Wage Law, 1987, the Foreign Employees Law, 1991, The Law for Increased Enforcement of Labor Laws, 2011, the Prior Notice to the Employee Law, 2002, the Notice to Employee and wages to Candidate (Employment Terms and hoursScreening and Acceptance to Work Proceedings) Law, 2002, the Prevention of Sexual Harassment Law, 1998, and The Employment by Human Resource Contractors Law, 1996, and in each case, with respect to employees of the Company and its Subsidiaries; and (ii) are not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (iii) unfair labor practicesare not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business). Each of the Company and its Subsidiaries has withheld and reported all fringe benefits amounts required by Applicable Law or by Contract to be withheld and reported with respect to provident funds (including pension arrangement), except as would not, individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole.
(i) The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to its employees located in Israel or subject to the Israeli Law (the “Israeli Employees”) pursuant to the Israeli Severance Pay Law, 1963 are fully funded in accordance with Section 14 under the Israeli Severance Pay Law, 1963 (“Section 14 Arrangement”) or are otherwise accrued or reserved for, from the commencement date of the employee’s employment and on the basis of the employee’s entire base salary, (ii) the Company’s and its Subsidiaries’ obligations to provide vacation and recuperation pursuant to any Applicable Law and any personal employment agreement have been satisfied or have been fully accrued on the Company’s financial statements, and (iviii) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has any liabilities under unsatisfied obligations to any of its former employees other than as reflected in the Worker Adjustment Financial Statements and Retraining Notification Act of 1988such employees’ termination was effected in compliance with all Applicable Laws and Contracts, in each case, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company.
(d) Within the last three (3) months, there has not been any (i) plant closing (as defined in WARN) affecting any site of employment or one or more operating units within any site of employment of the Company or any Subsidiary or (ii) a mass layoff (as defined in WARN), nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law. No employee of the Company or any of its Subsidiaries at a U.S. facility with sufficient numbers of employees to be covered by WARN has suffered an employment loss (as defined in WARN), within the 90-day period ending on the Closing Date.
(i) Any individual who performs services for the Company in the United States, and who is not treated as an employee for U.S. federal income tax purposes by the Company, is not treated as an employee for Employee Plan purposes, and (ii) the Company has no material Liability by reason of an individual who performs or performed services for the Company in the United States in any capacity being improperly excluded from participating in an Employee Plan.
(f) The Company has made available to Parent a list of each employee of the Company or of a Subsidiary as of the date hereof, and sets forth for each such individual the following: (i) job title; (ii) hire date; (iii) status as to employee or independent contractor, and full time or part time; (iv) whether active or on leave; (v) current annual base and overtime compensation rate; (vi) overtime classification (e.g., exempt or non-exempt); (vii) commission, bonus or other incentive-based compensation for the calendar year ending December 31, 2018; (viii) vacation entitlement and accrual; (ix) with respect to employees of the Company in Israel, sick leave entitlement and accrual in excess of what is required by Applicable Law; (x) travel entitlement (e.g., travel pay, car, leased car arrangement and car maintenance payments); (xi) recuperation pay entitlement and accrual; (xii) pension arrangement and/or any other provident fund (including managers’ insurance plan, pension fund and further education fund), and their respective contribution rates; and (xiii) whether such employee is subject to Section 14 Arrangement (and to the extent such employee is subject to Section 14 Arrangement, an indication whether the Section 14 Arrangement includes full contribution rates of 8.33%, applies on the basis of the entire salary from the commencement date of such person). Except as set forth in Section 3.18(f) of the Company Disclosure Letter and as has not had, and would not reasonably be expected to haveresult in material Liability to the Company and its Subsidiaries, taken as a whole, all commissions and bonuses payable to employees or Independent Contractors of each of the Company and its Subsidiaries for services performed have been paid in full (or accrued in full on the Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Company or any of its Subsidiaries with respect to any commissions, bonuses or increases in compensation.
(g) Except where failure to comply would not individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a Material Adverse Effect on whole, (i) all agreements with Independent Contractors contain provisions which state that no employer‑employee relations exist between them and the Company or any of the Company’s Subsidiaries, (ii) all Independent Contractors of the Company or any of its Subsidiaries are not entitled to any employment benefits or rights from the Company or any of its Subsidiaries, nor to any right to participate in any material Employee Plan, (iii) the engagement with all Independent Contractors of the Company or any of its Subsidiaries is in accordance with Applicable Law, and (iv) neither the Company nor any of its Subsidiaries engages any personnel through manpower agencies, except in accordance with Applicable Law.
(h) Except as set forth in Section 3.18(h) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection is a party to a settlement agreement entered into since January 1, 2017 with any termination current or former officer, director, employee or Independent Contractor of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor or any of its Subsidiaries has incurred any liability for failure to provide information resolving allegations of sexual harassment, discrimination or to consult with employees under any employment Laws. Neither misconduct by (i) an officer of the Company nor or any of its Subsidiaries has established a European Works Councilor (ii) an employee of the Company or any of its Subsidiaries at the level of Vice President or above. There are no, and in the last three (3) years there have not been any, Legal Proceedings pending, or, to the knowledge of the Company, threatened or anticipated, against the Company or any of its Subsidiaries (or any of their directors, officers or employees), in each case, involving allegations of sexual harassment, discrimination or misconduct by (i) an officer of the Company or any of its Subsidiaries or (ii) an employee or Independent Contractor of the Company or any of its Subsidiaries at the level of Vice President or above.
Appears in 2 contracts
Samples: Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Gilat Satellite Networks LTD)
Labor Matters. Except to (i) Neither the extent imposed or implied by applicable foreign LawCompany, as of the date hereof, neither the Company nor any of its Subsidiaries nor DHDC is a party toto any labor or collective bargaining agreement, or bound byand no employees of Company, any collective bargaining agreement (of its Subsidiaries or similar agreement or arrangement in DHDC are represented by any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in Within the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Companypreceding three years, there is have been no union organizing effort pending representation or threatened against the Company certification proceedings, or any of its Subsidiaries; (b) there is no unfair labor practicepetitions seeking a representation proceeding, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against in writing to be brought or filed with the Company National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, to the knowledge of Company, there have been no organizing activities involving the Company, its Subsidiaries or DHDC with respect to any group of employees of the Company, any of its SubsidiariesSubsidiaries or DHDC.
(ii) There are no strikes, nor work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Company's knowledge, threatened in writing against or involving Company, any of its Subsidiaries or DHDC. There are there any material industrial no unfair labor practice charges, grievances or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect complaints pending or, to the knowledge of the Company, threatened with respect to in writing by or on behalf of any employees or group of employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesCompany, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has or DHDC, which have or will have a Material Adverse Effect on the Company.
(iii) There are no complaints, charges or claims against the Company, any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) its Subsidiaries or DHDC pending or, to the knowledge of the Company, threatened to be brought or filed with any similar internationalgovernmental authority, foreignarbitrator or court based on, nationalarising out of, state in connection with, or local law, including without limitation otherwise relating to the Acquired Rights Directive and collective dismissal laws, as a result employment or termination of employment of any action taken or being contemplated to be taken prior to the Effective Time individual by the Company that Company, any of its Subsidiaries or DHDC, which have had, or would reasonably be expected to have, individually or in the aggregate, will have a Material Adverse Effect on the Company. Except .
(iv) there has been no "mass layoff" or "plant closing" (as has not had, and would not reasonably be expected defined by WARN) with respect to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure DHDC within the six months prior to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilClosing.
Appears in 2 contracts
Samples: Merger Agreement (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)
Labor Matters. Except (a) Sellers have made available to Buyer a schedule setting forth the extent imposed or implied by applicable foreign Law, following information for each Property Employee as of the June 13, 2013: title, department, full-time/part-time status, pay type, date hereofof hire, neither salary/wage rate, job grade and target bonus percentage.
(b) Except as set forth in Section 6.12(b) of the Company nor any of its Subsidiaries Disclosure Letter, (i) each Company is not and has not been a party toto or is, bound by, or bound byotherwise obligated with respect to, any collective bargaining agreement (or similar agreement, labor union contract, trade union agreement or arrangement in foreign works council contract (any foreign country) with employeessuch arrangement, a “Labor Agreement”), (ii) (x) as of the Effective Date, there are no unfair labor union practice charges, complaints or labor organization. Except petitions for such matters elections pending against any Company before the National Labor Relations Board, or any similar Governmental Entity, or of which have not hadany Company has received written notice, and would (y) there are no such charges, complaints or petitions that commence, or of which any Company receives written notice, between the Effective Date and the Closing Date, that subject the Companies to Liability not reasonably be expected otherwise taken into account in the determination of Final Working Capital that is final, binding and conclusive for purposes of this Agreement pursuant to haveSection 3.2(b) that, in the aggregate with any Liabilities described in Section 6.9(a)(ii), is in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (iii) there is no strike, slowdown, work stoppage or lockout, or, to Sellers’ knowledge, threat thereof, by or with respect to any Property Employees, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereofand no such strike, (i) there are no strikes slowdown, work stoppage, lockout by or lockouts with respect to any Property Employees has occurred in the past five years. Buyer acknowledges that UNITE HERE, Local 74 represents approximately 500 employees of at the Company or any of its SubsidiariesCasino, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor and good faith negotiations are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened continuing on an ongoing basis with respect to any employees a collective bargaining agreement. The representations and warranties included in this Section 6.12(b) shall be the sole and exclusive representations and warranties of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance Sellers with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) respect to unfair labor practicespractice charges, and (iv) complaints or petitions for elections pending against any Company before the Acquired Rights Directive and National Labor Relations Board or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilGovernmental Entity.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Labor Matters. Except (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or complaint pending nor, to the extent imposed knowledge of the executive officers of the Company, threatened, with regard to employees of the Company or implied by applicable foreign Lawany of its Subsidiaries; (iii) there is no labor strike, slowdown, work stoppage or other labor controversy in effect, or, to the knowledge of the executive officers of the Company, threatened against or involving the Company or any of its Subsidiaries that has, or would be reasonably likely to have, a Company Material Adverse Effect; (iv) as of the date hereof, no representation question exists, nor to the knowledge of the executive officers of the Company, are there any campaigns being conducted to solicit cards from the employees of the Company or any of its Subsidiaries to authorize representation by any labor organization; (v) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any collective bargaining agreement (consent decree with any governmental authority relating to employees or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as employment practices of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (bvi) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company and its Subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, event exists that could give rise to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiariesliability under such Act; and (dvii) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment agreements, contracts and policies relating to employment, employment practices, (ii) wages, hours and terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Companyemployees, any similar international, foreign, national, state or local law, including without limitation except where the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated failure to be taken prior to the Effective Time by the Company that have hadin compliance with each such agreement, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.contract and
Appears in 2 contracts
Samples: Merger Agreement (Cairn Energy Usa Inc), Merger Agreement (Meridian Resource Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Neither Company nor any of its Subsidiaries is or has been the subject of any material proceeding asserting that Company or any of its Subsidiaries has committed an unfair labor practice or any other violation of Law relating to employee matters, including those related to wages, hours, immigration and naturalization, collective bargaining, occupational safety or health standards, employment discrimination, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, nor has there been any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is or has been a party to, or bound by, to any collective bargaining agreement (or similar agreement, collective agreement or arrangement in any foreign country) with employees, a other labor union contract or labor organization. Except for such matters which have not had, and would not reasonably be expected works council agreement applicable to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Persons employed by Company or any of its Subsidiaries, andnor, (ii) to the knowledge of the Company, are there any activities or proceedings of any Person to organize any such employees and no consent of, consultation of, or the rendering of formal advice by the unions, works councils, and other similar organizations is no union organizing effort pending required to consummate the Merger or threatened against any of the other transactions contemplated hereby. Any individuals engaged by Company or any of its Subsidiaries; (b) there is no unfair labor practiceSubsidiaries as consultants or independent contractors, labor dispute (other rather than routine individual grievances) or labor arbitration proceeding pending oremployees, to the knowledge of the Companyhave been properly classified as such, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect not entitled to any compensation or benefits to which regular, full-time employees are or were at the relevant time entitled, were and have been engaged in accordance in all material respects with all applicable Laws, and have been treated accordingly and appropriately in all material respects for all Tax purposes. Copies of all consulting or independent contractor agreements with such individuals have been made available to Parent or Parent’s legal advisor and are set forth on Section 3.1(o) of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilDisclosure Schedules.
Appears in 2 contracts
Samples: Merger Agreement (Quadramed Corp), Merger Agreement (Francisco Partners II LP)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, to or otherwise bound by, by any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organizationorganization or works council. Except for such matters which have not had, and would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect on Company nor any of its Subsidiaries is the Company, (a) as subject of the date hereof, (i) there are no strikes or lockouts with respect to any employees of proceeding asserting that the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no Subsidiaries has committed an unfair labor practice, practice or is seeking to compel it to bargain with any labor dispute (other than routine individual grievances) union or labor arbitration proceeding organization, nor is there pending or, to the knowledge of the Company, threatened against threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, nor . The Company and each Subsidiary are there any in material industrial or trade disputes or negotiations regarding a claim compliance with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, all applicable laws relating to the knowledge hiring, employment, and termination of the Company, threatened with respect to any employees employees.
(b) No employee of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) has an employment and agreement for employment practicesthat is not at will, (ii) terms and conditions to the Company’s Knowledge is in violation of employment and wages and hoursany term of any patent disclosure agreement, (iii) unfair labor practicesnon-competition agreement, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and restrictive covenant to a former employer relating to the right of any information and consultation or similar obligation . Neither such employee to be employed by the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge because of the Company, any similar international, foreign, national, state nature of the business conducted or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated presently proposed to be taken prior to the Effective Time conducted by the Company that have hador any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or would reasonably be expected to have, individually or (iii) in the aggregatecase of any key employee or group of key employees, has given notice to the Company or any of its Subsidiaries that such employee or any employee in a Material Adverse Effect on group of key employees intends to terminate his or her employment with the Company. Except as has not hadCompany or any of its Subsidiaries.
(c) Since December 31, 2006 and would not reasonably be expected to have, individually or in continuing through the aggregate, a Material Adverse Effect on the CompanyClosing Date, neither the Company nor any of its Subsidiaries has incurred caused or will cause any actual “employment loss” (as that term is defined or contingent liability used in connection with any termination of employment of its employees (including redundancy paymentsthe WARN Act) or for failure been obligated to comply with provide notice or payment in lieu of notice under any order for the reinstatement or re-engagement of any employee and neither comparable local provision.
(d) Neither the Company nor or any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees incurred, and no circumstances exist under any employment Laws. Neither which either the Company nor or any of its Subsidiaries has established would reasonably be expected to incur, any material liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees.
(e) Within 10 days following the date of this Agreement, the Company will provide Parent with a European Works Councillist of all employees of the Company or any of its Subsidiaries employed in the United States who are not citizens or permanent residents of the United States that indicates immigration status and the date work authorization is scheduled to expire. All other persons employed by the Company in the United States are citizens or permanent residents. All persons employed in other jurisdictions are employed in compliance with local Laws.
Appears in 2 contracts
Samples: Merger Agreement (Teradyne, Inc), Merger Agreement (Nextest Systems Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there There is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding Proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its SubsidiariesSubsidiaries under, nor any Order to which the Company or any of its Subsidiaries are subject that concerns, the Fair Labor Standards Act of 1938 (or under any state or local wage and hour Law) that affects the Company Employees, nor is there any material industrial basis for any of the same, in each case as has had or trade disputes would have, individually or negotiations regarding in the aggregate, a claim Company Material Adverse Effect.
(b) With respect to the Company Employees, (i) none of the Company or any of its Subsidiaries is or has been a party to or bound by any collective bargaining agreement with any trade a labor union or organization, (ii) no labor union, labor organization or group or organization of employees has made a demand for recognition or their representatives representing employees certification and (iii) none of the Company or workers; (c) there any of its Subsidiaries is no slowdownor has been a party to, or work stoppage in effect affected by, or, to the knowledge of the Company, threatened threatened, with any labor strike, work stoppage, slowdown, walkout or lockout or any dispute or controversy with a union or with respect to any employees unionization or collective bargaining.
(c) The Company and its Subsidiaries are and have been in compliance in all material respects with all Laws and Orders relating to wage payments and the collection and payment of withholding Taxes, social security Taxes and other similar Taxes, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
(d) All Company Employees working in the United States are authorized to work in the United States and a Form I-9 has been properly completed and retained with respect to each Company Employee and former employee of the Company or any of its Subsidiaries; Subsidiaries as required by applicable Law, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
(de) All Company Employees working in countries outside of the United States are authorized to work in such countries and the necessary immigration approvals have been obtained with respect to each such Company Employee and former employee of the Company or any of its Subsidiaries as required by applicable Law, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
(f) The Company and its Subsidiaries are and have been in material compliance in all material respects with all applicable Laws respecting (i) employment the requirements of the WARN Act and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) have no Liabilities or unfulfilled notice obligations pursuant to the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation WARN Act. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of taken any action taken or being contemplated that would cause any of them to be taken prior to the Effective Time by the Company that have hadany Liability thereunder, or except as has not had and would reasonably be expected to not have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect.
Appears in 2 contracts
Samples: Merger Agreement (Discover Financial Services), Merger Agreement (Student Loan Corp)
Labor Matters. Except (i) (x) The Company is not a party to the extent imposed any collective bargaining agreements or implied by applicable foreign Law, as other material contracts or agreements with any labor organization or other representative of employees. The Company Subsidiaries are in compliance with each of the date hereof, neither collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which any of the Company nor any of its Subsidiaries is a party toexcept where the failure to comply has not had a material adverse effect on the Company and the Company has made available to Parent a listing of all employees covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide);
(ii) there is no material unfair labor practice charge or complaint pending or, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, (a) as of the date hereofthreatened, (i) there are no strikes or lockouts with respect regard to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; ;
(biii) there is no unfair labor practicestrike, material slowdown, material work stoppage or other material labor dispute (other than routine individual grievances) or labor arbitration proceeding pending controversy in effect or, to the knowledge of the Company, threatened against the Company or any of its the Company Subsidiaries;
(iv) no union certification or decertification petition has been filed (with service of process having been made on the Company or any of the Company Subsidiaries), nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect (or pending without service of process having been made on the Company or any of the Company Subsidiaries), that relates to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance and, to the Company's knowledge, no union authorization campaign has been conducted, within the past twenty-four months;
(v) no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions service of employment and wages and hours, (iii) unfair labor practices, and (iv) process having been made on the Acquired Rights Directive and Company or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither of the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988Subsidiaries), as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state threatened (or local law, including pending without limitation the Acquired Rights Directive and collective dismissal laws, as a result service of any action taken or being contemplated to be taken prior to the Effective Time by process having been made on the Company or any of its Affiliates), against the Company or any of the Company Subsidiaries related to any of their employees other than proceedings that would not have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, ;
(vi) neither the Company nor any of its the Company Subsidiaries has incurred is a party to, or is otherwise bound by, any actual or contingent liability in connection consent decree with any termination Governmental Entity relating to employees or employment practices of the Company or any of the Company Subsidiaries other than consent decrees that would not have a material adverse effect on the Company; and
(vii) the Company and each of the Company Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of its employees (including redundancy payments) or for the employees, except where the failure to comply be in compliance with any order for each such agreement, contract and policy would not, either singly or in the reinstatement or re-engagement of any employee and neither aggregate, have a material adverse effect on the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilCompany.
Appears in 2 contracts
Samples: Merger Agreement (Yellow Corp), Merger Agreement (Roadway Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or bound bymore employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). There are no pending material activities or similar agreement or arrangement in any foreign country) with employeesproceedings or, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Knowledge of the Company, threatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (a“Labor Organization”) as to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the date hereofCompany, (i) threats thereof by or with respect to any employees of the Company or any of its Subsidiaries nor have there are no strikes been any such lockouts, strikes, slowdowns or lockouts work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries, and, except in each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (iiincluding the Merger) will not entitle any person (including any Labor Organization) to the knowledge of the Companyany payments under any Collective Bargaining Agreement, there is no union organizing effort pending or threatened against require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as would not be expected to result in a material liability, neither the Company nor any of its Subsidiaries; (b) there is no , nor to the Knowledge of the Company any of their respective representatives or employees, has committed any unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to practice in connection with the knowledge operation of the Company, threatened against their respective businesses of the Company or any of its Subsidiaries, nor are there any and, except as would not be expected to result in a material industrial or trade disputes or negotiations regarding a claim with any trade unionliability, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdowncharge, complaint or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending or to the Knowledge of the Company threatened.
(b) Except as is not and would not reasonably be expected to, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries; and (d) , taken as a whole, the Company and its Subsidiaries are in compliance have complied with all applicable Applicable Laws respecting (i) employment and Orders relating to employment, employment practices, (ii) terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment and wages and hours, (iii) unfair labor practices, meal and rest periods, immigration status, employee safety and health, wages (iv) the Acquired Rights Directive and or any similar internationalincluding overtime wages), foreign, national, state or local lawcompensation, and any information and consultation or similar obligation hours of work. Neither the Company nor any of its Subsidiaries has is a party to any liabilities under the Worker Adjustment and Retraining Notification Act of 1988material conciliation agreement, as amended consent decree or other employment-related agreement or order with any Governmental Entity.
(the “WARN Act”c) or, to the knowledge Each of the CompanyCompany and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) neither the Company nor any of its Subsidiaries has incurred effectuated a “plant closing” (as defined in WARN) affecting any actual or contingent liability in connection with any termination site of employment or one or more facilities or operating units within any site of employment or facility of its employees business, (including redundancy paymentsii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or for failure to comply with facility of the Company or any order for the reinstatement or re-engagement of any employee its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has incurred been affected by any liability for failure transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to provide information trigger application of any similar state, local or to consult with employees under any employment Lawsforeign law or regulation. Neither the Company nor any of its Subsidiaries has established a European Works Councilcaused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.
Appears in 2 contracts
Samples: Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Labor Matters. Except (a) To the best of Parent's and each Seller's knowledge, there have been no union organizing efforts with respect to any Company conducted within the last three years and there are none now being conducted with respect to any Company. The Companies have not at any time during the three years prior to the extent imposed date of this Agreement had, nor, to the best of Parent's and each Seller's knowledge, is there now threatened, a strike, work stoppage, work slowdown or implied other material labor dispute with respect to or affecting the Business. Except as set forth on Schedule 2.19, (i) no employee of any Company is represented by applicable foreign Lawany union or other labor organization; (ii) there is no charge or complaint, as including any unfair labor practice charge or any claim of discrimination, which is pending with any Governmental Entity or, to the date hereofbest of Parent's and each Seller's knowledge, neither the threatened against any Company nor relating to any of its Subsidiaries employees; and (iii) there is a party to, no commitment or bound by, agreement to increase wages or modify the terms and conditions of employment of employees of any Company other than ordinary course of the Business consistent with past practice. Parent and Sellers have provided Buyer with copies of any collective bargaining agreement (or similar other agreement or arrangement in with any foreign country) with employees, a labor union or other labor organization. Except for such matters which have not had, and would not reasonably be expected organization representing employees of any Company.
(b) Within six months prior to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes Company has effectuated (x) a "plant closing" (as defined in the WARN Act) affecting any site of employment or lockouts with respect to one or more facilities or operating units within any employees site of employment or facility of the Company Business or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of its Subsidiaries, andemployment or one or more facilities or operating units within any site of employment or facility of the Business, (ii) to the knowledge of the Company, there is no union organizing effort pending Company has been affected by any transaction or threatened against the Company engaged in layoffs or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened employment terminations with respect to any employees the Business sufficient in number to trigger application of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither (iii) none of the Company nor any of its Subsidiaries Companies' employees has any liabilities under suffered an "employment loss" (as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Banner Aerospace Inc), Asset Purchase Agreement (Alliedsignal Inc)
Labor Matters. Except to as disclosed in the extent imposed or implied by applicable foreign Law, as of the date hereofFiled SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries is a party to, or bound by, to any collective bargaining agreement, memorandum of understanding, settlement or other labor agreement (or similar agreement or arrangement in with any foreign country) with employees, a labor union or labor organization. Except organization and no union or labor organization has been recognized by the Company or any of its subsidiaries as an exclusive bargaining representative for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiariessubsidiaries. Except as disclosed in the Filed SEC Documents, and, (ii) to the knowledge of the Company's knowledge, there is no current union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any representation question involving employees of the Company or any of its Subsidiaries; and (d) subsidiaries, nor does the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the have knowledge of the Company, any similar international, foreign, national, state significant activity or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result proceeding of any action taken labor organization (or being contemplated representative thereof) or employee group to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyorganize any such employees. Except as has not had, and would not reasonably be expected to have, individually or disclosed in the aggregate, a Material Adverse Effect on the CompanyFiled SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries has incurred made any actual or contingent liability in connection with any termination commitment that would require the application of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement terms of any employee and neither collective bargaining agreements entered into by the Company nor or any of its Subsidiaries has incurred subsidiaries to Bethlehem, to any liability for failure to provide information joint venture of Bethlehem, or to consult with any subsidiary of Bethlehem. Except as disclosed in the Filed SEC Documents there is no material labor dispute, strike, picketing or work stoppage, or any lockout, involving employees under any employment Laws. Neither of the Company nor or any of its Subsidiaries subsidiaries pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries. Except as disclosed in Filed SEC Documents, (i) there is no grievance, arbitration, unfair labor practice, investigation, employment discrimination or other labor or employment related charge, complaint or claim against the Company or any of its subsidiaries pending before any court, arbitrator, mediator or governmental agency or tribunal, or, to the Company's knowledge, threatened, and (ii) there has established been no adjudication by any court, arbitrator, mediator or governmental agency or tribunal that, in the case of either (i) or (ii), has or that would reasonably be expected to have a European Works Councilmaterial adverse effect on the Company or otherwise limit or affect the business operations of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Bethlehem Steel Corp /De/), Merger Agreement (Lukens Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries and there are no labor organization. Except for such matters which have not hador collective bargaining agreements that pertain to the employees of the Company or any of its Subsidiaries other than works councils required by statute, and would not reasonably be expected (b) there is no pending or to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, (a) as threatened labor dispute, strike, work stoppage, lockout or other labor controversy involving the Company or any of its Subsidiaries which may interfere with the date hereof, (i) there are no strikes or lockouts with respect to any employees respective business activities of the Company or any of its Subsidiaries, andnor has the Company or any of its Subsidiaries experienced any such labor controversy within the past three years, (iic) there is no union or similar organization currently certified, and there is no union representation question and no union or other organization activity that would be subject to the National Labor Relations Act (20 U.S.C. § 151 et seq.) or similar applicable Law exists, or to the knowledge of the Company, is threatened with respect to the Company’s or any of its Subsidiaries operations; (d) to the knowledge of the Company, there no employee of the Company or any of its Subsidiaries (“Employee”) is no union organizing effort pending a party to any confidentiality, non-competition, proprietary rights or threatened against other such agreement between such Employee and any other Person besides the Company or any of its Subsidiaries; , as applicable, that would be material to the performance of such Employee’s employment duties, or the ability of the Company or Merger Sub to conduct their business, (be) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened action, complaint, arbitration, proceeding or investigation against the Company or any of its SubsidiariesSubsidiaries by or before any court, nor are there governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any material industrial prospective, current or trade disputes former employee, labor organization or negotiations regarding a claim with any trade union, group or organization other representative of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and , (df) the Company and its Subsidiaries are in material compliance with all applicable Laws respecting (i) Laws, agreements, and policies relating to employment of labor, employment practices and employment practices, (ii) terms and conditions of employment and wages and employment, including, but not limited to, all such Laws relating to hours, (iii) unfair labor practiceswages, civil rights, safety and health, workers’ compensation, and the collection and payment of withholding and/or Social Security taxes and other similar taxes, and (ivg) the Acquired Rights Directive all salaries, wages and or any similar internationalother benefits, foreignbonuses and commissions of all directors, national, state or local law, officers and any information and consultation or similar obligation . Neither employees of the Company nor any of and its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) orhave, to the knowledge of extent due, been paid or discharged in full or are reflected as liabilities on the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or financial statements contained in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilSEC Reports.
Appears in 2 contracts
Samples: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Silicon Storage Technology Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (agreement, labor union contract applicable to its employees or similar agreement or arrangement work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries in the United States, nor does the Company have Knowledge of any foreign countryactivities or proceedings of any labor union, works council, labor organization or employee association to organize any such employees. No later than thirty (30) with employeesdays following the date of this Agreement, (i) the Company shall provide or make available to Parent a true and complete list of any collective bargaining agreement, labor union contract applicable to its employees or similar agreement or work rules or practices with any labor organization. Except for such matters which have not hadunion, works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries outside of the United States, and would not reasonably be expected (ii) the Company shall provide or make available to haveParent a written description, individually to its Knowledge, of any activities or in the aggregateproceedings of any labor union, a Material Adverse Effect on the Companyworks council, labor organization or employee association to organize any such employees.
(ab) as As of the date hereof, (i) there are no strikes or lockouts pending with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (b) , there is no unfair labor practice, labor dispute (other than routine individual grievances) ), or labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against threatened, with respect to the employees of the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) and there is no slowdown, slowdown or work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to any the employees of the Company or any of its Subsidiaries; and , except, in each case, as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect.
(dc) Except as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries are are, and have been, in compliance in all respects with all applicable Laws respecting (i) laws relating to employment and employment practices, (ii) the classification of employees, wages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment and wages and hoursemployment, (iiiii) unfair labor there are no charges with respect to or relating to either of the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices, and (iviii) the Acquired Rights Directive and or any similar internationalsince January 1, foreign2014, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has received any liabilities under the Worker Adjustment and Retraining Notification Act of 1988written notice from any national, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, nationalfederal, state or local lawagency, including without limitation domestic or foreign, responsible for the Acquired Rights Directive and collective dismissal laws, as a result enforcement of any action taken labor or being contemplated employment laws of an intention to be taken prior to the Effective Time by conduct an investigation of either of the Company that have hador its Subsidiaries and no such investigation is in progress.
(d) Except as would not have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, neither the Company nor any of its Subsidiaries has incurred any actual liability or contingent liability in connection obligations with respect to any termination “mass layoff” or “plant closing” as defined by, and pursuant to, the Worker Adjustment and Retraining Notification Act or any similar U.S. state or local or non-U.S. “plant closing” law (“WARN”) with respect to the current or former employees of employment the Company or its Subsidiaries.
(e) Except as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (i) all independent contractors of the Company and its employees Subsidiaries (including redundancy payments) or for failure to comply with and any order other independent contractor who previously rendered services for the reinstatement Company or re-engagement of its Subsidiaries, at any employee time) have been, and neither currently are, properly classified and treated by the Company nor any of and its Subsidiaries, as applicable, as independent contractors and not as employees, (ii) all such independent contractors have in the past been, and continue to be, properly and appropriately treated as non-employees for all U.S. federal, state, and local and non-U.S. Tax purposes, (iii) the Company and its Subsidiaries has incurred have fully and accurately reported their independent contractors’ compensation on IRS Forms 1099 (or otherwise in accordance with applicable law) when required to do so, and the Company and its Subsidiaries do not have any liability for failure to provide information benefits with respect to their independent contractors under the Company Benefit Plans or to consult with employees otherwise, and (iv) at no time within the preceding two years has any independent contractor brought a claim against the Company or its Subsidiaries challenging his or her status as an independent contractor or made a claim for additional compensation or any benefits under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilBenefit Plan or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Level 3 Communications Inc), Merger Agreement (Centurylink, Inc)
Labor Matters. (a) Except as set forth on Section 3.14 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofCompany, neither threatened against or affecting the Company nor and during the past five years from the date of this Agreement there has not been any of its Subsidiaries such action, (ii) the Company is not a party to, to or bound by, by any collective bargaining agreement (or similar agreement with any labor organization, or arrangement work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company, (iii) none of the employees of the Company is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company within the past five years, (iv) there are no written personnel policies, rules or procedures applicable to employees of the Company, other than those set forth on Section 3.14 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company is, and has at all times been, in compliance, in all material respects, 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 foreign country) with employeesunfair labor practices as defined in the National Labor Relations Act or other applicable laws, a labor union or labor organization. Except except for such matters non- compliance which have has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (bvi) there is no unfair labor practice, labor dispute (other than routine individual grievances) practice charge or labor arbitration proceeding complaint against the Company pending or, to the knowledge of the Company, threatened against before the Company National Labor Relations Board or any of its Subsidiariessimilar state or foreign agency, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (cvii) there is no slowdownmaterial pending grievance arising out of any collective bargaining agreement or other grievance procedure, (viii) to the knowledge of the Company, no charges with respect to or work stoppage relating to the Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (ix) the Company has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company and no such investigation is in effect progress, and (x) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company, any applicant for employment or classes of the foregoing alleging breach by the Company or its Subsidiaries of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with respect the employment relationship, which, if determined adversely to any employees the Company could reasonably be expected to have a Company Material Adverse Effect.
(b) Except as set forth in Section 3.14(b) of the Company or any Disclosure Schedule, since the enactment of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “"WARN Act”"), (i) or, to the knowledge Company has not effectuated a "plant -------- closing," (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, (ii) there has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar internationalstate, foreignlocal or foreign law or regulation, national, state or local law, including without limitation and (iii) none of the Acquired Rights Directive and collective dismissal laws, Company's employees has suffered an "employment loss" (as a result of any action taken or being contemplated to be taken defined in the WARN Act) during the six month period prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any date of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Sun Coast Industries Inc /De/), Merger Agreement (Saffron Acquisition Corp)
Labor Matters. Except (a) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, including reconciliation of interest agreements and social plans, any other collective arrangements, whether in the form of general commitments, standard terms of employment or works agreements or is bound by any equivalent national or sectoral agreement (“Collective Agreements”). None of the Company’s Subsidiaries are a member of the Employer’s Associations and none of the Subsidiaries have a works council. There are no pending activities or proceedings or, to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofCompany, threatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (“Labor Organization”) to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the Company, threats thereof by or with respect to any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries since the Reference Date. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective representatives or employees, has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, there is no charge, complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Authority pending or to the knowledge of the Company threatened.
(b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since the Reference Date have been, in compliance with Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, social security withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to employees: (i) to the knowledge of the Company has withheld and reported all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) to the knowledge of the Company is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) to the knowledge of the Company is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has any material Liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee, (y) any employee leased from another employer, or (z) any employee currently or formerly classified as exempt from overtime wages. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is a party toto a conciliation agreement, consent decree or bound by, any collective bargaining agreement (or similar other agreement or arrangement in order with any foreign countryGovernmental Authority relating to labor matters.
(c) with employees, a labor union or labor organization. Except for such matters which have not had, and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, each of the Company and its Subsidiaries is in compliance with WARN. To the knowledge of the Company, in the past two (a2) as of the date hereof, years (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there are no strikes has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or lockouts with respect to any employees facility of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred been affected by any actual transaction or contingent liability engaged in connection with any termination of layoffs or employment of its employees (terminations sufficient in number, including redundancy payments) or for failure as aggregated, to comply with any order for the reinstatement or re-engagement trigger application of any employee and similar state, local or foreign law or regulation. To the knowledge of the Company neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor caused any of its Subsidiaries their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has established a European Works Councilbeen no termination which would trigger any notice or other obligations under WARN.
Appears in 2 contracts
Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)
Labor Matters. Except (a) Schedule 5.30 identifies all collective bargaining agreements covering Employees of Sellers (collectively, the “Collective Bargaining Agreements”). The Company made available to Purchaser correct and complete copies of all such Collective Bargaining Agreements including any amendments or supplements thereto or related agreements(including any side letter, supplemental agreement or memorandum of understanding that would materially alter a Collective Bargaining Agreement). The Company has informed Purchaser of all material communications and current written proposals of the extent imposed Sellers, or implied any union in all ongoing negotiations with representatives of any unions representing any organized employee groups and all material matters on which any tentative agreements have been reached in the course of such negotiations.
(b) The Company has made available to Purchaser a true, correct and complete list of all employees (including inactive employees and employees on leave) and independent contractors of the Sellers who are members of an organized labor unit or union covered by applicable foreign Lawany of the Collective Bargaining Agreements, their current respective positions or job classifications and their current respective wage scales or salaries, as the case may be.
(c) Except as set forth in Schedule 5.30(c):
(i) None of the Sellers has breached or otherwise failed to comply in any material respect with any provision of any Collective Bargaining Agreement or other labor union contract applicable to persons employed by Sellers (because of the transactions contemplated by this Agreement or otherwise), and there are no material grievances outstanding against any Seller under any such agreement or contract;
(ii) As of the date hereof, neither to the Company nor Knowledge of Sellers, there is no union organizing activity, petition or application pending before the National Labor Relations Board or other labor relations boards or tribunals seeking certification or any change in certification of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, Seller;
(iiiii) to the knowledge As of the Companydate hereof, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practicestrike, slowdown, work stoppage, labor dispute (other than routine individual grievances) action or labor arbitration proceeding pending lockout, or, to the knowledge Knowledge of the CompanySellers, threatened against the Company express threat thereof, by or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its SubsidiariesSellers; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and and
(iv) As of the Acquired Rights Directive date hereof, no Sellers have received any written notice of any, and to the Knowledge of Sellers, there is no unfair labor practice or analogous complaint, application or claim against any Seller pending before the National Labor Relations Board or any similar international, foreign, national, state board or local law, and agency or before any information and consultation court of competent jurisdiction or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilother forum.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Real Estate Partners L P)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as of the date hereofset forth on Schedule 2.12, neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract applicable to persons employed by the Company or its Subsidiaries nor does the Company have knowledge of any activities or proceedings of any labor organizationunion to organize any such employees. Except for such matters which have not had, and as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Company, (a) as of the date hereofwhole, (i) there are no strikes pending grievance or lockouts with respect similar proceedings involving the Company or its Subsidiaries and any of its employees subject to any employees a collective bargaining agreement or other labor union contract and (ii) there are no continuing obligations of the Company or its Subsidiaries pursuant to the resolution of any of its Subsidiaries, and, such proceeding that is no longer pending.
(iib) to To the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge as of the Companydate hereof, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge none of the Company, threatened with respect to any employees officers of the Company or any its Subsidiaries presently intends to terminate his or her employment with the Company. The Company and its Subsidiaries are in compliance in all material respects and, to the Company’s knowledge, each of its employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Company (or one of its Subsidiaries; ) and such individuals.
(dc) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are in compliance with all Legal Requirements applicable Laws to its employees, respecting (i) employment and employment, employment practices, (ii) terms and conditions of employment and wages and hourshours and is not liable for any arrears of wages or penalties with respect thereto, (iiiii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither all amounts that the Company nor or any of its Subsidiaries has is legally or contractually required either (x) to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employees’ salaries and benefits and to pay to any liabilities under Governmental Entity as required by applicable Legal Requirements have, in each case, been duly deducted, transferred, withheld and paid, and the Worker Adjustment Company and Retraining Notification Act of 1988its Subsidiaries do not have any outstanding obligation to make any such deduction, as amended transfer, withholding or payment, and (the “WARN Act”iii) orthere are no pending, or to the knowledge Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company or any of the Company, its Subsidiaries by any similar international, foreign, national, state employee in connection with such employee’s employment or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result termination of any action taken or being contemplated to be taken prior to the Effective Time employment by the Company that have had, or any of its Subsidiaries.
(d) Except as would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected material to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor and its Subsidiaries, taken as a whole, no employee or former employee of the Company or any of its Subsidiaries is owed any wages, benefits or other compensation for past services that has incurred not yet been paid or reimbursed (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and any actual accrued benefits for services, which by their terms or contingent liability under applicable law, are payable in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee future, such as accrued vacation, recreation leave and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilseverance pay).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
Labor Matters. Except (a) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practices; (b) there are no actions, suits, claims or grievances pending or, to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofCompany or any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract applicable to persons employed by the Company or labor organization. Except for such matters which have not hadits Subsidiaries, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of nor does the Company or any of its Subsidiaries, and, Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (iid) to the knowledge of the Company, there is are no union organizing effort pending labor disputes, strikes, slowdowns, work stoppages, lockouts, or threatened against threats thereof, by or with respect to any employees of, or consultants or independent contractors to, the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees . No employee of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesto the Company's knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) terms and conditions in the case of employment and wages and hoursany key employee or group of key employees, (iii) unfair labor practices, and (iv) has given notice as of the Acquired Rights Directive and date of this Agreement to the Company or any similar international, foreign, national, state of its Subsidiaries that such employee or local law, and any information and consultation employee in a group of key employees intends to terminate his or similar obligation her employment with the Company. Neither the Company nor any of its Subsidiaries has any liabilities under material liability for (i) a plant closing, as defined in the Worker Adjustment and Retraining Retaining Notification Act of 1988, as amended (( the “"WARN Act”"), or (ii) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal lawsa mass layoff, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or defined in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsWARN Act. Neither the Company nor any of its Subsidiaries has established a European Works Councilis currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Documentum Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries Company Subsidiary has been or is a party to, bound by or bound by, had or has any obligations under any collective bargaining agreement (bargaining, works council, or similar agreement or arrangement in any foreign country) other Contract with employees, a labor union or labor organization. Except for such matters which have not hadNeither the Company nor any Company Subsidiary has since January 1, and would not reasonably be expected 2019, experienced, nor to have, individually or in the aggregateknowledge of the Company is there now threatened, a Material Adverse Effect on labor dispute, strike or work stoppage or any attempt to organize or represent the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees labor force of the Company or any of its the Company Subsidiaries, and, (ii) to the knowledge of the Company, there is are no union organizing effort pending organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened against involving employees of the Company or any Company Subsidiary.
(b) The Company has made available to Parent an accurate and complete schedule that sets forth all of the employees of the Company and Company Subsidiaries as of the date hereof (each a “Company Employee”), including for each: (i) name, (ii) job title, (iii) Fair Labor Standards Act designation, (iv) work location (identified by street address), (v) current base salary or wage rate, (vi) current bonus or incentive opportunity, (vii) any other wage arrangements and (viii) visa and greencard application status. The Company has made available to Parent an accurate and complete schedule that sets forth the names of each natural person who serves as an independent contractor, consultant, or other nonemployee service provider of the Company or any Company Subsidiary who is reasonably expected to receive payments in excess of $50,000 per annum (each a “Company Contractor”) as of the date hereof, together with the following information (x) description of each such person’s services, (y) consulting or contracting term and (z) consulting or contracting fee. Each of the Company and the Company’s Subsidiaries’ relationships with Company Contractors can be terminated on not more than thirty (30) days’ notice for any reason without any amounts being owed to such individuals, other than with respect to compensation or payments accrued before the notice of termination.
(c) To the knowledge of the Company, no Company Employee or Company Contractor is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that in any way materially adversely affects or restricts the performance of such individual’s duties. To the knowledge of the Company as of the date hereof, no Company Employee at the level of Director or above or who is involved in research and development activities intends to terminate their employment with the Company or any Company Subsidiary. All Company Employees are employed in the United States, and all of the terms and conditions of their employment are governed exclusively by Laws of the United States or any state, country, or municipality in the United States.
(d) To the knowledge of the Company, each Company Employee is (i) a United States citizen or lawful permanent resident of the United States or (ii) an alien authorized to work in the United States either specifically for the Company or any of its Subsidiaries; Company Subsidiaries or for any United States employer. The Company or a Company Subsidiary has completed a Form I-9 (bEmployment Eligibility Verification) for each Company Employee, and each such Form I-9 has since been updated as required by applicable Laws and is correct and complete in all material respects.
(e) The Company and the Company Subsidiaries have paid in all material respects all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Company Employees due to be paid on or before the date hereof. The Company and the Company Subsidiaries have complied in all material respects with all Laws governing the employment of personnel by United States companies, the withholding of Taxes and the employment of non-United States nationals in the United States, including those relating to wages, hours, benefits, worker classification, labor, immigration, affirmative action, collective bargaining, discrimination, civil rights, paid sick leave, protected leave (including family, medical and parental leave), disability rights and accommodations, safety and health, workers’ compensation, the collection and payment of withholding or Social Security Taxes and similar Taxes.
(f) Neither the Company nor any Company Subsidiary has taken any action within the past one (1) year that could constitute a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Law and, during the 90-day period preceding the date hereof, no employee of the Company or Company Subsidiary has suffered an “employment loss,” with respect to the Company as defined in the WARN Act.
(g) As of the date hereof, there is are no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding controversies pending or, to the knowledge of the Company, threatened against threatened, between the Company and any Company Subsidiaries, on the one hand, and any current or former service provider of the Company or any Company Subsidiary, on the other. No investigation, review, complaint or proceeding by any Governmental Entity or current or former service provider with respect to the Company and the Company Subsidiaries in relation to the employment or engagement of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there individual is no slowdown, or work stoppage in effect pending or, to the knowledge of the Company, threatened with respect to any employees of threatened, nor has the Company or any of its Subsidiaries; and Company Subsidiary received any notice from any Governmental Entity indicating an intention to conduct the same, in each case which would reasonably be expected to be material.
(dh) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to To the knowledge of the Company, no allegations of sexual harassment or misconduct have been made against any similar internationalcurrent or former director, foreignofficer, national, state employee or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result service provider of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the any Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsSubsidiary. Neither the Company nor not any Company Subsidiary has entered into any settlement agreements related to allegations of its Subsidiaries has established a European Works Councilsexual harassment, misconduct or discrimination by any current or former director, officer, employee or service provider of the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Kindred Biosciences, Inc.)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 4.17(a) of the date hereofCompany Disclosure Schedule, neither the Company nor Company, any of its Subsidiaries nor their respective Company Persons is a party to, to or otherwise bound by, by any collective bargaining agreement (or similar agreement or arrangement in any foreign country) other Contract with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or as set forth in the aggregate, a Material Adverse Effect on the Company, (aSection 4.17(a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its SubsidiariesDisclosure Schedule, andsince January 1, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company2005, neither the Company nor any of its Subsidiaries has incurred any actual been or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for is the reinstatement or re-engagement subject of any employee and neither Proceeding asserting that the Company nor or any of its Subsidiaries has incurred committed an unfair labor practice or seeking to compel it to bargain with any liability for failure labor union or labor organization, in relation to provide information any union organizing activity, labor strike, dispute, walkout, work stoppage, slow-down or to consult with employees under any employment Laws. Neither lockout involving the Company nor or any of its Subsidiaries, nor (except as set forth in Section 4.17(a) of the Company Disclosure Schedule), to the Company’s Knowledge, have any such Proceedings or actions been threatened. Section 4.17(a) of the Company Disclosure Schedule lists all Company employees who are not citizens or permanent resident aliens of the United States who are employed by the Company in the United States. The Company and each of its Subsidiaries has established a European Works Councilhave complied in all material respects with all applicable Laws regarding employment practices, including Laws relating to workers’ safety and health, sexual harassment, discrimination, equal pay, immigration, wages and hours or workers’ compensation.
(b) All individuals who are or were performing consulting or other services for the Company or its Subsidiaries are or were correctly classified by the Company as either “independent contractors” or “employees” as the case may be, and, at the Closing Date, will qualify for such classification, except for such misclassifications, if any, individually or in the aggregate, which would not be material to the Company. Other than as disclosed in Section 4.17(b) of the Company’s Disclosure Schedule, there are no pending or, to the Company’s Knowledge, threatened Proceedings against the Company or its Subsidiaries by or on behalf of or related to any individuals currently or formerly classified by the Company or its Subsidiaries as “independent contractors” or “consultants” and, to the Company’s Knowledge, there is no basis for any such Proceedings.
Appears in 2 contracts
Samples: Merger Agreement (Avnet Inc), Merger Agreement (Bell Microproducts Inc)
Labor Matters. (i) Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.1(o) of the date hereofDisclosure Memorandum, (A) neither the Company nor any of its Subsidiaries is a party to, to any labor or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, Subsidiaries are represented by any labor organization; (iiB) to within the knowledge of the Companypreceding three years, there is have been no union organizing effort pending representation or threatened against the Company certification proceedings, or any of its Subsidiaries; (b) there is no unfair labor practicepetitions seeking a representation proceeding, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; and (C) within the preceding three years, to the knowledge of the Company, there have been no organizing activities involving the Company or any of its Subsidiaries with respect to any group of employees of the Company or any of its Subsidiaries.
(ii) There are no strikes, nor work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened in writing against or involving the Company or any of its Subsidiaries. There are there any material industrial no unfair labor practice charges, grievances or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect complaints pending or, to the knowledge of the Company, threatened with respect to in writing by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, .
(iii) unfair labor practicesExcept as set forth in Section 3.1(o) of the Disclosure Memorandum, and (iv) the Acquired Rights Directive and there are no complaints, charges or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither claims against the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) pending or, to the knowledge of the Company, threatened to be brought or filed with any similar internationalgovernmental authority, foreignarbitrator or court based on, nationalarising out of, state in connection with, or local law, including without limitation otherwise relating to the Acquired Rights Directive and collective dismissal laws, as a result employment or termination of employment of any action taken or being contemplated to be taken prior to the Effective Time individual by the Company that have hador any of its Subsidiaries.
(iv) The Company and each of its Subsidiaries is in compliance with all laws, or regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN Act"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except where non compliance would reasonably be expected to have, not individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither aggregate adversely affect the Company nor and its Subsidiaries taken as a whole in any material respect.
(v) Since December 31, 1993, there has been no "mass layoff" or "plant closing" (as deemed by the WARN Act) with respect to the Company or any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilSubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Usf&g Corp), Merger Agreement (Titan Holdings Inc)
Labor Matters. Except (a) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practices; (b) there are no controversies pending or, to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofCompany or any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which controversies would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract applicable to persons employed by the Company or labor organization. Except for such matters which have not hadits Subsidiaries, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of nor does the Company or any of its Subsidiaries, and, (ii) Subsidiaries know of any activities or proceedings of any labor union to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or organize any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiariessuch employees; and (d) the Company and its Subsidiaries there are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee no and neither the Company nor any of its Subsidiaries has incurred any liability for failure knowledge of any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to provide information any employees of, or consultants or independent contractors to, the Company or any of its Subsidiaries. To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to consult the use of trade secrets or proprietary information of others or, in the case of any key employee or group of key employees, has given notice as of the date of this Agreement to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with employees under the Company. Since the Company’s inception, neither the Company or any employment Lawsof its Subsidiaries has effected (i) a plant closing, as defined in the Worker Adjustment and Retaining Notification Act of 1988, as amended ( the “WARN Act”), or (ii) a mass layoff as defined in the WARN Act. Neither the Company nor any of its Subsidiaries has established a European Works Councilis currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as disclosed in Section 3.12 of the date hereofCompany Disclosure Letter or as, neither individually or in the Company nor any of its Subsidiaries is a party toaggregate, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, Effect:
(a) as neither the Company nor any of the date hereofother Group Companies is party to or bound by any collective bargaining agreement or other Contract with any labor organization, labor union, or works council;
(b) since May 17, 2019, (i) no labor union, works council, other labor organization, or group of employees of the Company or any of the other Group Companies has made a demand to the Company or any of the other Group Companies for recognition or certification; (ii) there are no strikes representation or lockouts certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and (iii) to the Knowledge of the Company, there have been no labor organizing activities with respect to any employees of the Company or any of its Subsidiariesthe other Group Companies;
(c) there are no active, andnor, (ii) to the knowledge Knowledge of the Company, there is no union organizing effort pending threatened, labor strikes, slowdowns, work stoppages, handbillings, pickets, walkouts, lockouts or threatened other material labor disputes or material labor Actions with respect to the employees of the Group or against or affecting the Company or any of its Subsidiaries; (b) there is no unfair labor practicethe other Group Companies, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending ornor, to the knowledge Knowledge of the Company, threatened against have there been any such activities since May 17, 2019;
(d) the Company and the other Group Companies are, and since May 17, 2019 have been, in compliance with all applicable Laws governing or any of its Subsidiariesconcerning labor relations, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workersemployment and employment practices; and
(ce) there is no slowdown, or work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to any employees no current or former directors or officers of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are other Group Companies is in compliance with all applicable Laws respecting any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, non-solicitation agreement, restrictive covenant or other obligation: (i) employment and employment practicesowed to the Company or any of the other Group Companies, or (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or owed to any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, third party with respect to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated such person’s right to be taken prior to the Effective Time employed or engaged by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilother Group Companies.
Appears in 2 contracts
Samples: Investment Agreement (Centurium Capital Partners 2018, L.P.), Investment Agreement (Luckin Coffee Inc.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.13 of the date hereofUTI Disclosure Document, (i) neither the Company UTI nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or similar agreement complaint pending nor, to the knowledge of the executive officers of UTI, threatened, with regard to employees of UTI or arrangement any Subsidiary of UTI; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect, or, to the knowledge of the executive officers of UTI, threatened against UTI or any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, of its Significant Subsidiaries; (aiv) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiariesrepresentation question exists, and, (ii) nor to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any executive officers of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor UTI are there any material industrial campaigns being conducted to solicit cards from the employees of UTI or trade disputes any Subsidiary of UTI to authorize representation by any labor organization; (v) neither UTI nor any Subsidiary of UTI is party to, or negotiations regarding a claim is not otherwise bound by, any consent decree with any trade union, group or organization of governmental authority relating to employees or their representatives representing employees employment practices of UTI or workersany Subsidiary of UTI; (cvi) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company UTI nor any of its Subsidiaries has incurred any liability for under, and has complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such Act; (vii) UTI and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, except where the failure to provide information be in compliance with each such agreement, contract and policy would not, either singly or to consult in the aggregate, have a Material Adverse Effect on UTI; (viii) there is no complaint, lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment of the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with employees under any the employment Laws. Neither the Company nor relationship against UTI or any of its Subsidiaries has established pending, or, to the knowledge of UTI or any of its Subsidiaries, threatened, that has, or would have, a European Works CouncilMaterial Averse Effect on UTI; (ix) UTI and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that does not have, and would not have, a Material Adverse Effect on UTI; and (x) there is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of UTI or any of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of UTI or any of its Subsidiaries is or may be entitled to claim indemnification from UTI or any of its Subsidiaries (A) pursuant to their respective charters or bylaws; (B) as provided in any indemnification agreement to which UTI or any Subsidiary of UTI is a party, or (C) pursuant to applicable law that has, or would have, a Material Adverse Effect on UTI.
Appears in 2 contracts
Samples: Merger Agreement (Uti Energy Corp), Merger Agreement (Patterson Energy Inc)
Labor Matters. Except (a) To their knowledge, none of the Group Companies has any material Liability for any past due wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the extent imposed Lookback Date, (i) none of the Group Companies has or implied has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable foreign LawLaw or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have has not had, and would not reasonably be expected to haveresult in, individually or in the aggregate, material Liability to the Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a Material Adverse Effect result of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any CBAs nor to the knowledge of the Company is there any duty on the Companypart of any Group Company to bargain or consult with, or provide notice or information to, any labor organization, labor union, works council or other employee representative (aeach a “Union”) as which is representing any employee of the date hereofGroup Companies, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies; and no employees of any Group Company are represented by a Union. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (i5) years, no labor union, works council, other labor organization, or group of employees of the Group Companies has made a demand for recognition, and there are no strikes representation proceedings presently pending or lockouts threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of the Company or any of its Subsidiaries, and, Group Company.
(iid) to To the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to Group Companies are and for the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are last three years have been in compliance in all material respects with all applicable Laws respecting (i) labor, employment and employment practices, (ii) including, without limitation, all laws respecting terms and conditions of employment employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance.
(e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company.
(f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (iii6) unfair labor practicesmonths or is currently contemplated, and (iv) the Acquired Rights Directive and planned or announced, including as a result of COVID-19 or any similar internationalLaw, foreignOrder, nationaldirective, state guidelines or local lawrecommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, and any information and consultation arising out of or similar obligation . Neither in connection with COVID-19.
(g) To the Company nor Company’s knowledge, no executive officer or senior or management-level employee of any of its Subsidiaries the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any liabilities under of the Worker Adjustment and Retraining Notification Act Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of 1988, as amended (the “WARN Act”) Group Companies has been accused in writing or, to the knowledge of the Company’s knowledge, any similar internationalorally, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken sexual harassment, sexual assault, other similar misconduct or being contemplated to be taken prior to the Effective Time by the Company that have hadsexual discrimination or other discrimination, retaliation or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability related policy violation allegation in connection with any termination of his or her employment of its employees or engagement with the Group Companies or otherwise during the last five (including redundancy payments5) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilyears.
Appears in 2 contracts
Samples: Business Combination Agreement (TortoiseEcofin Acquisition Corp. III), Business Combination Agreement (TortoiseEcofin Acquisition Corp. III)
Labor Matters. Except (a) The Company has made available to the extent imposed Parent complete and correct copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of the Company or implied by applicable foreign Lawany of the Company Subsidiaries (the “Company CBAs”).
(b) No labor union, labor organization or group of employees of the Company or any of the Company Subsidiaries has made a demand for recognition or certification pending as of the date hereof, neither the Company nor any of its Subsidiaries is and there are no representation or certification proceedings or petitions seeking a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) representation proceeding pending as of the date hereofhereof or, (i) to the Knowledge of the Company, threatened as of the date hereof to be brought or filed with any labor relations tribunal or authority. To the Knowledge of the Company, there are no strikes labor union organizing activities pending or lockouts threatened as of the date hereof with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; .
(c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its the Company Subsidiaries has is currently engaged in any liabilities under layoffs or employment terminations sufficient in number to trigger application of the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or), to the knowledge Wisconsin WARN Act, Section 109.07 of the CompanyWisconsin Statutes, or any similar internationalstate, foreign, national, state local or local foreign law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its the Company Subsidiaries has incurred any liability liabilities under the WARN Act that have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries is in any material respect in violation of any term of any employment-related agreement, nondisclosure agreement, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or any of the Company Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information.
(e) To the Knowledge of the Company, no current officer or key employee of the Company or any of the Company Subsidiaries intends to terminate his or her employment, whether on account of the transactions contemplated by this Agreement or for any other reason.
(f) The Company and each of the Company Subsidiaries are and have been in compliance with all applicable Laws respecting employment and employment practices, including, all laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where any failure to provide information be in compliance would not reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of the Company Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to consult with employees under any employment Lawsbe reimbursed or otherwise paid. Neither the Company nor any of its the Company Subsidiaries is a party to, or otherwise bound by, any Order relating to employees or employment practices.
(g) From January 1, 2005 to the date of this Agreement, there has been no actual, or, to the Knowledge of the Company, threatened labor disputes, strikes, slowdowns, work stoppages or lockouts by or with respect to any employee of the Company or any of the Company Subsidiaries.
(h) There are no arbitrations, written grievances or written complaints outstanding or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries under any of the Company CBAs, except for such matters as would not reasonably be expected to result in a Company Material Adverse Effect. None of the Company or any of the Company Subsidiaries has established received (i) notice of any unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iii) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (iv) notice of any complaint, lawsuit or other proceeding pending or, to the Knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any notice pertaining to matters which would not reasonably be expected to result in a European Works CouncilCompany Material Adverse Effect.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there There is no union organizing effort pending labor strike, dispute, slowdown, stoppage or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practicelockout actually pending, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action, (b) to the knowledge of the Company, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor 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, (d) none of the employees of the Company or any of its subsidiaries is represented by any labor organization and the Company does not 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, (e) the Company and its subsidiaries are there 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 material industrial unfair labor practices as defined in the National Labor Relations Act or trade disputes other applicable law, ordinance or negotiations regarding a claim with any trade unionregulation, group or organization of employees or their representatives representing employees or workers; (cf) there is no slowdownunfair labor practice charge or complaint against the Company or any of its subsidiaries pending (for which notice has been delivered to the Company) or, to the knowledge of the Company, pending (for which notice has not been delivered to the Company) or work stoppage in effect threatened before the National Labor Relations Board or any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (h) no charges with respect to or relating to the Company or any of its subsidiaries are pending or, to the knowledge of the Company, threatened (for which notice has not been delivered to the Company) or before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (i) neither the Company nor any of its subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to any employees of or relating to the Company or any of its Subsidiaries; subsidiaries and no such investigation is in progress and (dj) there are no complaints, lawsuits or other proceedings pending (for which notice has been delivered to the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”Company) or, to the knowledge of the Company, pending (for which notice has not been delivered to the Company) or threatened in any similar international, foreign, national, state forum by or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result on behalf of any action taken present or being contemplated to be taken prior to the Effective Time by former employee of the Company that have hador any of its subsidiaries alleging breach of any express or implied contract of employment, any law or would reasonably be expected to haveregulation governing employment or the termination thereof or other discriminatory, individually wrongful or tortious conduct in connection with the aggregate, a Material Adverse Effect on employment relationship. To the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, neither as of the date hereof, no executive officer or other key employee of the Company nor or any of its Subsidiaries has incurred subsidiaries is subject to any actual noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or contingent liability similar agreement relating to, affecting or in connection conflict with any termination the present or proposed business activities of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of and its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither subsidiaries, except agreements between the Company nor or any subsidiary of the Company and its Subsidiaries has established a European Works Councilpresent and former officers and employees.
Appears in 1 contract
Samples: Merger Agreement (Rockshox Inc)
Labor Matters. Except (a) SECTION 3.12(a) OF THE COMPANY DISCLOSURE SCHEDULE sets forth a list of all employment, consulting, independent contractor, temporary staffing, labor or collective bargaining agreements to which the Company or any subsidiary is party (excluding personal services contracts) and, except as set forth therein, there are no such employment, consulting, independent contractor, temporary staffing, labor or collective bargaining agreements that pertain to the extent imposed Company or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, subsidiaries. The Company has heretofore made available to Parent correct and complete copies of (i) the employment agreements listed on SECTION 3.12(A) OF THE COMPANY DISCLOSURE SCHEDULE and (ii) the labor or bound by, any collective bargaining agreement agreements listed on SECTION 3.12(a) OF THE COMPANY DISCLOSURE SCHEDULE, together with all material amendments, modifications, supplements and side letters affecting the duties, rights and obligations of any party thereunder.
(or similar agreement or arrangement b) Except as disclosed in any foreign countrySECTION 3.12(b) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereofOF THE COMPANY DISCLOSURE SCHEDULE, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, subsidiaries are represented by any labor organization; (ii) to the knowledge no labor organization or group of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiariessubsidiaries has made a written demand for recognition or certification; (iii) to the Company's Knowledge, there are no representation or certification proceedings or petitions seeking a representation proceeding presently filed, or to the Company's Knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iv) to the Company's Knowledge, there are no organizing activities involving the Company or any of its subsidiaries pending with any labor organization or group of employees of the Company or any of its subsidiaries, and (v) the Company is not affected and has not been affected in the past by any actual or threatened work stoppage strike or other labor disturbance.
(c) There are no unfair labor practice charges, grievances or complaints filed or, to the Company's Knowledge, threatened in writing by or on behalf of any employee or group of employees of the Company or any of its subsidiaries.
(d) Except as set forth in SECTION 3.12(d) OF THE COMPANY DISCLOSURE SCHEDULE, there are no complaints, charges or claims against the Company or any of its subsidiaries filed or, to the Knowledge of the Company, threatened in writing to be brought or filed, with any federal, state or local Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any of its subsidiaries.
(e) Except as set forth in SECTION 3.12(e) OF THE COMPANY DISCLOSURE SCHEDULE, (i) the Company and each of its Subsidiaries are subsidiaries is in compliance in all material respects with all applicable Laws respecting (i) relating to the employment and employment practicesof labor, (ii) terms and conditions of employment and wages and including all such Laws relating to wages, hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, and any similar international, foreign, national, state or local law"mass layoff" or "plant closing" Law ("WARN"), including without limitation collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Acquired Rights Directive collection and collective dismissal lawspayment of withholding and/or social security Taxes and any similar Tax, except for immaterial non-compliance; and (ii) there has been no "mass layoff" or "plant closing" as a result of any action taken or being contemplated to be taken prior defined by WARN with respect to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees subsidiaries within the last six (including redundancy payments6) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilmonths.
Appears in 1 contract
Samples: Merger Agreement (Developers Diversified Realty Corp)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) Except as of the date hereofset forth on SCHEDULE 3.18(a) OF THE DISCLOSURE SCHEDULE, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending labor strike, dispute, slowdown, stoppage or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and, during the five years preceding the date of this Agreement, there has not been any such action, (ii) neither the Company nor are there any material industrial of its Subsidiaries is a party to or trade disputes bound by any collective bargaining or negotiations regarding a claim similar agreement with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownlabor organization, or work stoppage in effect rules or practices agreed to with any labor organization, works council or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) none of the U.S. employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the U.S. employees of the Company or any of its Subsidiaries, and (iv) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened with respect to in writing in any employees forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries; and (d) , any applicant for employment or classes of the foregoing alleging breach by the Company and or its Subsidiaries are of any express or implied contract of employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in compliance connection with all applicable Laws respecting the employment relationship, which would reasonably be expected to have, in the aggregate, a Material Adverse Effect.
(ib) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities The only event requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “"WARN ACT") with respect to the Company and its Subsidiaries during the last two years was the closing of the manufacturing operations of the Company in Denver, Colorado, for which the WARN Act notice was given in a timely manner and layoffs were performed in compliance with the WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as (a) As of the date hereofof this Agreement, neither the Group Companies have, in the aggregate, approximately 1,100 (one thousand and one hundred) employees.
(b) No Group Company nor any of its Subsidiaries is a party to, to or bound byby any labor agreement, any collective bargaining agreement or other labor Contract applicable to current employees of any Group Company. No employees of the Group Companies are represented by any labor union, labor organization, or works council with respect to their employment with the Group Companies. There are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed or made since the Reference Date that resulted in a material liability to the Group Companies, taken as a whole. Since the Reference Date, there have been no labor organizing activities involving any Group Company or with respect to any employees of the Group Companies or, to the Knowledge of the Company, threatened by any labor organization, work council or group of employees.
(c) Since the Reference Date, there have been no strikes, work stoppages, slowdowns, lockouts or similar agreement arbitrations, material grievances, unfair labor practice charges or arrangement other material labor disputes pending or, to the Knowledge of the Company, threatened against or affecting the Group Companies involving any employee or former employee of, or other individual who provided services to, any Group Company.
(d) As of the date of this Agreement, none of the Company’s officers or Key Employees has given written notice to any Group Company of any intent to terminate his, her or their employment with the Company. The Group Companies are in compliance with and since the Reference Date have been in compliance with, and, to the Knowledge of the Company, each of their employees is in compliance with and since the Reference Date has been in compliance with, the terms of any foreign country) with employment, nondisclosure or restrictive covenant agreements between any Group Company and such employees, a labor union or labor organization. Except for such matters which have in each case except as has not had, been and would not reasonably be expected to havebe, individually or in the aggregate, material to the Group Companies taken as a Material Adverse Effect on the Companywhole.
(e) Each Group Company has complied and is in compliance in all material respects with all employee related notification, information, consultation, co-determination and bargaining obligations arising under any applicable collective bargaining agreement or Legal Requirement.
(af) as of the date hereof, (i) there are Except for extension orders which generally apply to all employees in Israel no strikes or lockouts with respect extension orders apply to any employees of any Group Companies. The Group Companies have been and are in compliance in all material respects with the Company or any terms of its Subsidiaries, and, applicable extension orders with respect to all their employees.
(iig) to To the knowledge Knowledge of the Company, no written notice or written complaint from or on behalf of any present or former employee of, or worker or independent contractor to, any Group Company has been received by any Group Company since the Reference Date asserting or alleging sexual harassment or sexual misconduct against any current or former officer, director or Key Employee of any Group Company.
(h) Except as disclosed on Section 4.12(h) of the Company Disclosure Letter, since the Reference Date through the date of this Agreement, there is have been no union organizing effort pending or threatened material Legal Proceedings against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding Group Companies pending or, to the knowledge Knowledge of the Company, threatened against the Company in writing that would be brought or any of its Subsidiariesfiled, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade unionGovernmental Entity based on, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownarising out of, or work stoppage in effect orconnection with any labor and employment Legal Requirement, or employment practice of any Group Company. Since the Reference Date, no Group Company has received any written notice of intent by any Governmental Entity responsible for the enforcement of labor and employment Legal Requirement to the knowledge of the Companyconduct or initiate a material investigation, threatened with respect audit or Legal Proceeding relating to any employees employment or labor Legal Requirement or employment practice of any Group Company. Each Group Company is, and has been since the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are Reference Date, in material compliance with all applicable Laws Legal Requirements respecting (i) employment and employment practices, (ii) including all laws respecting terms and conditions of employment and employment, wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988Act, as amended and any similar foreign, state or local “mass layoff” or “plant closing” laws (the “WARN Act”), collective bargaining, immigration and work eligibility, benefits, social benefits contributions, severance pay, pension, privacy issues, labor relations, harassment, discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health, workers’ compensation and COVID-19 protocols, guidance and regulations, and the collection and payment of withholding and/or social security taxes and any similar tax. Each Group Company has adopted reasonable policies and taken other reasonable steps to minimize potential workplace exposure in light of COVID-19.
(i) orThere has been no “mass layoff”, “plant closing” or other similar event under the WARN Act with respect to any Group Company since the knowledge Reference Date, and the Transactions will not prior to or through the Closing result in a “mass layoff” or “plant closing” or other similar event under the WARN Act.
(j) To the Knowledge of the Company, as of the date of this Agreement, no Group Company is liable for any similar internationalarrears of wages or penalties with respect thereto, foreign, national, state or local law, including without limitation the Acquired Rights Directive except in each case as has not been and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would not reasonably be expected to havebe, individually or in the aggregate, material to the Group Companies taken as a Material Adverse Effect on whole. All amounts that the Company. Except Group Companies are legally or contractually required either (i) to deduct from the employees’ salaries and/or to transfer to the employees’ pension, pension fund, pension insurance fund, managers’ insurance, severance fund, insurance and other funds for or in lieu of severance or provident fund, life insurance, incapacity insurance, continuing education fund or other similar funds or insurance; or (ii) to withhold from their employees’ wages and to pay to any Governmental Entity as has not hadrequired by applicable Legal Requirements have been duly deducted, transferred, withheld and paid, and the Group Companies do not have any outstanding obligations to make any such withholding or payment, other than (A) with respect to an open payroll period or (B) as would not reasonably be expected result in material liability to havethe Group Companies, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Counciltaken as whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party toto any employment, labor or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not hadagreement, and would not reasonably be expected there are no employment, labor or collective bargaining agreements which pertain to haveemployees of the Company or any of its Subsidiaries. The Company has heretofore delivered to the Purchaser or its representatives true, individually or complete and correct copies of the agreements referred to in the aggregateprevious sentence, a Material Adverse Effect on together with all amendments, modifications, supplements or side letters affecting the duties, rights and obligations of any party thereunder.
(b) No employees of the Company or any of its Subsidiaries are represented by any labor organization and, to the Knowledge of the Company, (a) as no labor organization or group of employees of the date hereofCompany or any of its Subsidiaries has made a pending demand for recognition or certification. There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority and, (i) to the Knowledge of the Company, there are no strikes organizing activities involving the Company or lockouts any of its Subsidiaries pending with respect any labor organization or group of employees of the Company or any of its Subsidiaries.
(c) There are no (A) unfair labor practice charges, grievances or complaints pending or threatened in writing to the Company by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries, andor (B) complaints, (ii) to the knowledge of the Company, there is no union organizing effort pending charges or threatened claims against the Company or any of its Subsidiaries; (b) there is no unfair labor practiceSubsidiaries pending, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, threatened in writing to the knowledge Company to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of the Company, threatened against employment of any individual by the Company or any of its Subsidiaries.
(d) SCHEDULE 2.16(D) of the Company Disclosure Schedule sets forth, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of for the Company, threatened with respect to any employees a true and complete list of employees, consultants and independent contractors who currently perform services for the Company, and for each such Person includes a complete and accurate summary description of the Company or material compensation paid to such Person (including the date of the most recent increase thereof), any of its Subsidiaries; employment contract between such Person and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesany severance pay, (ii) terms and conditions lump sum or other payment, compensation or other remuneration that such Person is or would be eligible to receive, or has received, upon termination of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state service or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilMerger.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the (a) The Company nor any and each of its Subsidiaries is a party tohave complied, or bound byin all material respects, any with all Applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employeesbargaining, a labor union or labor organization. Except for such matters which have not hadunemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, and would not reasonably be expected continuation coverage with respect to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, group health plans.
(i) there There are no strikes unfair labor practice charges or lockouts with respect to any employees of complaints against the Company or any of its SubsidiariesSubsidiaries pending before the National Labor Relations Board or, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiariesforeign equivalent; (bii) there is are no unfair labor practicestrikes, labor dispute (other than routine individual grievances) slowdowns or labor arbitration proceeding stoppages actually pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of affecting the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) there are no representation claims or petitions pending before the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) National Labor Relations Board or, to the knowledge of the Company, any similar internationalforeign equivalent and, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by knowledge of the Company, no union or similar organizational campaign is in progress with respect to the employees of the Company or its Subsidiaries; (iv) there are no grievance or pending arbitration proceedings against the Company or any of its Subsidiaries that have hadarose out of or under any Collective Bargaining Agreement; and (v) the consent or consultation of, or would reasonably be expected the rendering of formal advice by, any labor or trade union, works council or other employee representative body, is not required under any Collective Bargaining Agreement or Applicable Law for the Company to have, individually enter into this Agreement or in any other Transaction Document to which it is party or to consummate any of the aggregate, a Material Adverse Effect on transactions contemplated hereby or thereby (other than the Company. Except as has not had, and would not reasonably be expected to have, individually Debt Financing or in the aggregate, a Material Adverse Effect on Debt Refinancing).
(c) Since the CompanyCompany Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any actual or contingent liability in connection with any termination site of employment or one or more facilities or operating units within any site of its employees (including redundancy payments) employment or for failure to comply with any order for the reinstatement or re-engagement facility of any employee and neither the Company nor or any of its Subsidiaries has incurred Subsidiaries; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) to the knowledge of the Company, such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any liability for failure to provide information similar foreign, state or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councillocal law.
Appears in 1 contract
Samples: Merger Agreement (Amc Entertainment Holdings, Inc.)
Labor Matters. Except to (a) An accurate and complete list of all employees of the extent imposed or implied Company Group (identified by applicable foreign Law, employee ID number) as of the date hereofJune 19, neither the 2021, including each employee’s (A) job title, (B) status as a full-time or part-time employee, (C) annual salary or hourly rate, (D) annual bonus opportunity, and (E) location, has been made available to Parent. The Company nor any of its Subsidiaries Group (i) is not a party to, to or otherwise bound by, by any collective bargaining agreements, extension orders (other than extension orders that apply to all employers and employees in their respective jurisdiction generally), or other agreements with any labor organization or union, works council or other employee organization (and, to the Knowledge of the Company Group, no such agreement is currently being requested by, or is under discussion by management with, any employee or others) and the Company Group is not currently negotiating, or obligated to negotiate, any such agreement with any union, labor organization, employee or others, (ii) is not obligated by, or similar agreement subject to, any order of the National Labor Relations Board or arrangement in other labor board or administration, and (iii) has not had any foreign country) with employeesunfair labor practice charges filed against it or, to the Knowledge of the Company Group, threatened to be filed. No member of the Company Group has experienced or, to the Knowledge of the Company Group, been subject to threat of a labor union strike, concerted slowdown, work stoppage, lockout or other material labor organization. Except for such matters which have dispute, disruption or controversy.
(b) Since January 1, 2018, the Company Group has not hadbeen a party or subject to any pending or, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as Knowledge of the date hereofCompany Group, (i) there are no strikes threatened material labor dispute, controversy or lockouts grievance or any material unfair labor practice, charge or proceeding with respect to claims of, or obligations of, any employee or group of employees. Since January 1, 2018, there have been no labor representation requests, organizing activity or proceedings seeking to authorize representation of any employees of the Company Group by any labor organization or any of its Subsidiariesunion, and, (ii) to the knowledge of the Company, there is no union organizing effort pending works council or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding employee organization pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the CompanyGroup, threatened with respect to any employees of the Company or any of its Subsidiaries; Group.
(c) The Company Group is and (d) the Company and its Subsidiaries are has since January 1, 2018 been in compliance with all applicable Laws respecting (i) employment and employment employment, the termination of employment, practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or including but not limited to any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the “WARN Act”or similar laws) or, or relating to the knowledge classification of the Companyemployees as exempt or non-exempt from overtime pay requirements, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive labor relations and collective dismissal lawsbargaining, the provision of meal and rest breaks, pay for all working time, leaves of absence, immigration and work authorization, equal employment opportunities (including the prevention of discrimination, harassment, and retaliation), equal pay, occupational safety and health, COVID-19, and the proper classification of individuals as a result of any action taken nonemployee contractors or being contemplated consultants, except where the failure to be taken prior to the Effective Time by the Company that have had, or in compliance would reasonably be expected to havenot, individually or in the aggregate, be material to the Company Group, taken as a Material Adverse Effect whole.
(d) Since January 1, 2018, there has been no Litigation by or on behalf of any employee, prospective employee, former employee or labor organization or union, works council or other employee organization, or otherwise relating to arising from the Company. Except as has not hadCompany Group’s labor or employment policies or practices, and would not reasonably be expected pending or, to havethe Knowledge of the Company Group, threatened which, if adversely decided, may reasonably, individually or in the aggregate, a Material Adverse Effect on the Company, neither be material to the Company Group, taken as a whole. No member of the Company Group is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices.
(e) Since January 1, 2018, no member of the Company Group has closed any site of employment, effectuated any layoffs of employees or implemented any early retirement, exit incentive, or other group separation program, nor has any member of its Subsidiaries has incurred the Company Group planned or announced any actual such action or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order program for the reinstatement future.
(f) No officer, director or re-engagement management level employee of any employee and neither member of the Company Group is the subject of a pending allegation of sexual harassment or assault, nor has any officer, director or management level employee of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor Group engaged in sexual harassment or assault or been accused of sexual harassment or assault since January 1, 2016. No member of the Company Group has entered into any settlement agreements related to allegations of its Subsidiaries has established a European Works Councilsexual harassment or misconduct by any employee or director.
Appears in 1 contract
Labor Matters. (a) There are no strikes or other labor disputes against Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened. Hours worked by and payment made to employees of Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from Company and each of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Company or such Subsidiary. There is no organizing activity involving Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to Company's or its Subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of Company or its Subsidiaries has made a pending demand for recognition. Except as set forth on Schedule 4.11, there are no complaints or charges against Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened to be filed with any federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the extent imposed employment or implied termination of employment by applicable foreign Law, as Company or any of the date hereof, neither the its Subsidiaries of any individual.
(b) Neither Company nor any of its Subsidiaries is is, or during the five years preceding the date hereof was, a party to, to any labor or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes labor or lockouts with respect collective bargaining agreements which pertain to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (agreement, contract or similar other agreement or arrangement in any foreign country) understanding with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on To the Company’s knowledge, (a) as of the date hereof, (i) there are no strikes labor unions or lockouts with respect other organizations attempting to represent any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is . There are no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against threatened, representation petitions involving either the Company or any of its SubsidiariesSubsidiaries before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Subsidiaries has engaged or is engaging in any unfair labor practice. Neither the Company nor any of its Subsidiaries is subject to any unfair labor practice charge or complaint, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade uniondispute, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, strike or work stoppage in effect orstoppage, nor, to the knowledge of the Company, threatened is any such charge or complaint, dispute, strike or work stoppage threatened. To the knowledge of the Company, there are no organizational efforts with respect to any the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any of its Subsidiaries; .
(b) The Company and each of its Subsidiaries is in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (d) to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except in each case that would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting (i) employment and related to employment, employment practices, (ii) wages, hours and other terms and conditions of employment employment, except in each case that would not, individually or in the aggregate, be material to the Company and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988grievance procedure, as amended (the “WARN Act”) orarbitration or litigation involving a labor or employment dispute pending, or to the knowledge of the Company, threatened against it. The Company and each of its Subsidiaries are, and since January 1, 2006, have been, in compliance with and are not in default under or in violation of any similar internationalapplicable federal, foreignstate, national, state local or local foreign law, including without limitation the Acquired Rights Directive and collective dismissal lawsstatute, as a result ordinance, rule, code, regulation, judgment, order, injunction, decree or agency requirement of any action taken Governmental Entity, related to employment, employment practices, wages, hours and other terms and conditions of employment except where such non-compliance, default or being contemplated to be taken prior to the Effective Time by the Company that have had, or violation would reasonably be expected to not have, individually or in the aggregate, a Company Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect.
Appears in 1 contract
Labor Matters. Except (a) Neither Seller nor any of the Companies, other than Roseland Property, has (or has ever had) any employees. All Persons who are employed in the conduct of the Business are employed by Roseland Property. Any references in this Section 3.21 to employees or former employees of the Companies shall be deemed to constitute references to employees or former employees of Roseland Property, and not to any of the other Companies, to the extent imposed or implied by applicable foreign Law, necessary in order to make such references factually accurate.
(b) Except as set forth in Section 3.21(a) of the date hereofDisclosure Schedule, neither none of the Company nor any of its Subsidiaries is Companies are subject to or a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union or labor organization. Except for such matters which have not hadagreement, and would not reasonably be expected to haveSeller’s Knowledge, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any union organization efforts underway among the employees of the Company such entities. There are no strikes, slowdowns or any of its Subsidiarieswork stoppages pending, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the CompanySeller’s Knowledge, threatened against the Company or between any of its Subsidiariesthem and any of their respective employees, nor are there and none of such entities has experienced any material industrial or trade disputes or negotiations regarding a claim with any trade unionsuch strike, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, slowdown or work stoppage in effect or, to within the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries past three years. The Companies are in material compliance with all applicable Laws (including common law) respecting (i) employment and employment practices, (ii) labor, terms and conditions of employment and wages and hours, (iii) unfair labor practiceshours and the payment and withholding of Taxes, and to the Knowledge of Seller, there are no suits, actions, disputes, claims (ivother than routine claims for benefits), investigations, charges or audits pending or threatened relating to discrimination in employment or employment practices.
(c) No employee of any of the Acquired Rights Directive and Companies is a party to, or is otherwise bound by, any similar internationalagreement, foreignincluding any confidentiality, nationalnoncompetition or proprietary rights agreement, state or local law, between such employee and any information and consultation or similar obligation . Neither of the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) Companies or, to the knowledge Knowledge of Seller, any other Person that materially adversely affects or will affect: (A) the performance of that employee’s duties as an employee of the CompanyCompanies; or (B) the ability of Purchaser and the Parents to conduct the Business following the Closing. To the Knowledge of Seller, no officer or other key employee of any similar internationalof the Companies with annual compensation in excess of $200,000 intends to terminate employment with the Companies prior to Closing or with the Companies, foreignPurchaser and the Parents following the Closing.
(d) The Companies have made all required payments to the relevant unemployment compensation reserve account with the appropriate governmental departments with respect to the employees of the Business and such accounts have positive balances.
(e) The employment of each of the Companies’ employees is terminable at will without cost to the Companies except for payments required under the Plans and the payment of accrued salaries or wages and vacation pay. No employee or former employee has any right to be rehired by the Companies prior to the Companies’ hiring a Person not previously employed by the Companies.
(f) Except as would not result in material liability to the Companies, nationalin respect of those employees of the Companies who are engaged in the Business, state the Companies have complied in all material respects with the requirements of the Immigration Reform and Control Act of 1986, The Immigration Act of 1990, The Illegal Immigration Reform and Immigrant Responsibility Act of 1996, the Immigration and Nationality Act as amended and all other Laws pertaining to immigration. To Seller’s Knowledge, no current employees of the Companies have ever worked for the Companies without proper employment authorization, including authorization from the Department of Homeland Security or local lawthe legacy Immigration and Naturalization Service. Substantially all Form I-9’s have been properly completed by the present employees of the Companies to the extent required by applicable Laws, and the Companies have retained such forms to the extent required by applicable Laws. To Seller’s Knowledge since January 1, 2010, there have been no letters received from the Social Security Administration (SSA) regarding the failure of any such employee’s Social Security number to match their name in the SSA database and there have been no letters or other correspondence received from the Department of Homeland Security or other agencies regarding the employment authorization of any such employees. There are no Actions pending or, to the Knowledge of the Seller, threatened against the Companies relating to the compliance with Laws pertaining to immigration matters with respect to the Business.
(g) All individuals employed or engaged by the Companies or allowed by the Companies to provide services to the Companies or for the benefit of the Companies are properly classified under the wage and hours laws applicable to them. No individual classified as an independent contractor should have been classified as a full-time employee. All individuals who provide services for or on behalf of the Companies have received all notices required by any applicable law to be provided by or on behalf of the Companies including without limitation as to amount, method, timing or calculation of pay or pay rate. All paychecks issued to any individual who provides services to or on behalf of the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that Companies have had, or would reasonably be expected to have, individually or been accurate in the aggregate, a Material Adverse Effect on the Companyall respects. Except as has not hadThe Companies maintain, and would not reasonably be expected for the last three (3) years have maintained, in full force and effect, workers compensation insurance, unemployment insurance, and disability insurance with respect to haveeach individual to whom they are obligated by any law to provide such coverage.
(h) Section 3.21(g) of the Disclosure Schedule contains a list of all employees of the Companies as of the date of this Agreement and said list correctly reflects their base salaries, individually or in the aggregatebonuses, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination dates of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilpositions.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Mack Cali Realty L P)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or bound bymore employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). There are no pending activities or similar agreement or arrangement in any foreign country) with employeesproceedings or, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, threatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (a“Labor Organization”) as to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the date hereofCompany, (i) threats thereof by or with respect to any employees of the Company or any of its Subsidiaries nor have there are no strikes been any such lockouts, strikes, slowdowns or lockouts work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries, and, . The consummation of the transactions contemplated by this Agreement (iiincluding the Merger) will not entitle any person (including any Labor Organization) to the knowledge of the Companyany payments under any Collective Bargaining Agreement, there is no union organizing effort pending or threatened against require the Company or any of its Subsidiaries; (b) there is no unfair labor practiceSubsidiaries to consult with, labor dispute (other than routine individual grievances) provide notice to, or labor arbitration proceeding pending orobtain the consent or opinion of any Labor Organization. Except as would not reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, threatened against neither the Company or nor any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the CompanyCompany any of their respective representatives or employees, threatened has committed any unfair labor practice in connection with respect to any employees the operation of their respective businesses of the Company or any of its Subsidiaries; and (d) . There is no material charge, complaint or other action against the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has by the National Labor Relations Board or any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, comparable Governmental Authority pending or to the knowledge of the Company, Company threatened.
(b) To the knowledge of the Company it is not liable for any similar international, foreign, national, state payment to any trust or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result other fund governed by or maintained by or on behalf of any action taken governmental authority, with respect to unemployment compensation benefits, social security or being contemplated other benefits or obligations for employees (other than routine payments to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or made in the aggregate, a Material Adverse Effect on normal course of business and consistent with past practice). To the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, neither the Company nor any of its Subsidiaries has incurred any actual is a party to a conciliation agreement, consent decree or contingent liability in connection other agreement or order with any termination Governmental Authority.
(c) Except as would not reasonably be expected to have a Company Material Adverse Effect, each of employment the Company and its Subsidiaries has complied in all respects with WARN. To the knowledge of its employees the Company in the past two years, (including redundancy paymentsi) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred effectuated a “plant closing” (as defined in WARN) affecting any liability for failure to provide information site of employment or to consult with employees under one or more facilities or operating units within any site of employment Laws. Neither or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has established a European Works Councilbeen affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to trigger application of any similar state, local or foreign law or regulation. To the knowledge of the Company neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.
Appears in 1 contract
Samples: Merger Agreement (Gigamon Inc.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or bound byimplied, any collective bargaining agreement (or similar agreement contract, commitment or arrangement in with any foreign country) with labor union, and no labor union has requested or, to the Knowledge of the Company or any of the Principal Stockholders (excluding Kinderhook), has sought to represent any of the employees, a representatives or agents of the Company or any of its Subsidiaries, and no labor union or labor organization. Except for such matters which employee or group of employees have not had, and would not reasonably be expected to have, individually or are engaged in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts any union organizing activities with respect to any employees of the Company or any of its Subsidiaries, and, .
(iib) to the knowledge of the Company, there There is no union organizing effort pending strike or threatened against other labor dispute involving the Company or any of its Subsidiaries; (b) there is no unfair labor practiceSubsidiaries pending, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the CompanyCompany or any of the Principal Stockholders (excluding Kinderhook), threatened against threatened, nor have there been any such strikes or disputes during the three years prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries has, during the three year period prior to the date of this Agreement, received any demand letters, civil rights charges, suits, drafts of suits, administrative or other claims of or from any of its employees, former employees or applicants.
(c) All individuals who are performing consulting or other services for the Company or any of its Subsidiaries are or were correctly classified by the Company or such Subsidiary as either “independent contractors” or “employees” as the case may be and, at the Closing Date, will qualify for such classification with immaterial exceptions.
(d) Schedule 4.19(d) sets forth the names of each of the key, exempt employees (i.e., those employees whose annual cash compensation exceeds the minimum amount under Applicable Law for an employee to be "exempt" from the payment of overtime and who are considered “exempt” from the payment of overtime) of the Company and its Subsidiaries, and also sets forth the base payment made to such key employee each pay period up to and including the date hereof and projections for the current calendar year of other incentive compensation (including bonuses) for each person named therein. Schedule 4.19(d) also lists as of the date hereof the names of all other employees and independent contractors of the Company and its Subsidiaries, the hourly pay rates of compensation and the job titles for all such employees. Neither the Company nor are there any material industrial of its Subsidiaries is aware that any officer or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownkey employee, or work stoppage in effect orthat any group of key employees, intends to terminate his or her employment, nor does the knowledge Company or such Subsidiary have a present intention to terminate the employment of any of the Companyforegoing. Schedule 4.19(d) also sets forth all agreements, threatened with respect to written or oral, between the Company or any employees of its Subsidiaries and any employee of the Company or such Subsidiary and identifies each such employee whose employment may be terminated on not less than three months notice without compensation.
(e) To the Knowledge of the Company or any of the Principal Stockholders (excluding Kinderhook), no employee or director of the Company or any of its Subsidiaries; Subsidiaries is a party to, or is otherwise bound by, any nondisclosure, confidentiality, noncompetition, proprietary rights, employment, consulting or similar agreement, between such employee or director and (d) any other Person that materially adversely affects or will affect the performance of his or her duties as an employee or director of the Company or such Subsidiary.
(f) The Company and each of its Subsidiaries are is in compliance with all applicable Applicable Laws respecting (i) employment and employment, termination of employment, employment practices, (ii) workers compensation, terms and conditions of employment and wages and hours.
(g) The Company and each of its Subsidiaries has withheld and reported all amounts required by Applicable Law or agreement to be withheld and reported with respect to wages, salaries and other payments to employees.
(iiih) unfair labor practicesThere are no pending, and (iv) or to the Acquired Rights Directive and Knowledge of the Company or any similar internationalof the Principal Stockholders (excluding Kinderhook), foreignthreatened, national, state claims or local law, and any information and consultation or similar obligation . Neither actions against the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilworkers’ compensation policy or long-term disability policy.
Appears in 1 contract
Samples: Merger Agreement (Improvenet Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 3.16 of the date hereofCompany Disclosure Schedule, neither (i) none of the employees of the Company (the "Employees") is represented in his or her capacity as an employee of the Company by any labor organization; (ii) the Company has not recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of its Subsidiaries is a party toany Employees, or bound by, nor has the Company entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees; (or similar agreement or arrangement in iii) there is no union organization activity involving any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereofEmployees, (i) there are no strikes pending, or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, threatened, nor has there is no ever been union organizing effort pending or threatened against the Company or representation involving any of its Subsidiariesthe Employees; (biv) there is no unfair picketing pending, or to the knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor practicedisputes involving any of the Employees, labor dispute (other than routine individual grievances) pending, or labor arbitration proceeding pending or, to the knowledge of the Company, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (v) there are no complaints, charges or claims against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect pending or, to any of the knowledge of the Company, threatened which could be brought or filed, with respect any public or governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company, of any employees of individual that individually or in the Company or any of its Subsidiariesaggregate could reasonably be expected to have a Material Adverse Effect on the Company; and (dvi) the Company and its Subsidiaries are is in compliance with all applicable Laws respecting (i) laws, regulations and orders relating to the employment of labor, including all such laws, regulations and employment practicesorders relating to wages, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, and any similar international, foreign, national, state or local law"mass layoff" or "plant closing" law ("WARN"), including without limitation collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Acquired Rights Directive collection and collective dismissal lawspayment of withholding and/or social security taxes and any similar tax, as a result of any action taken or being contemplated except where the failure to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to havein compliance, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would aggregate could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, neither Effect; and (vii) there has been no "mass layoff" or "plant closing" as defined by WARN with respect to the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees within the six (including redundancy payments6) or for failure months prior to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilClosing.
Appears in 1 contract
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as disclosed on Schedule 4.13(a) of the date hereofCompany Disclosure Letter, neither the no Group Company nor any of its Subsidiaries is a party to, to or bound byby any labor agreement, any collective bargaining agreement (or similar agreement or arrangement in other labor Contract applicable to persons employed by any foreign country) with employeesGroup Company. No employees of the Group Companies are represented by any labor union, a labor union or labor organization, or works council with respect to their employment with the Group Companies. Except for such matters which have not hadThere are no representation proceedings or petitions seeking a representation proceeding presently pending or, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Knowledge of the Company, (a) as threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the Knowledge of the date hereofCompany, threatened within the last three (i3) years. Since January 1, 2017, there are have been no strikes labor organizing activities involving any Group Company or lockouts with respect to any employees of the Company or any of its SubsidiariesGroup Companies or, and, (ii) to the knowledge Knowledge of the Company, there is no union organizing effort pending threatened by any labor organization, works council or threatened against the Company or any group of its Subsidiaries; employees.
(b) Since January 1, 2017, there is have been no material grievances, unfair labor practice, practice charges or other labor dispute (other than routine individual grievances) or labor arbitration proceeding disputes pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Group Companies involving any employee of the Group Companies. Except as set forth on Schedule 4.13(b) of the Company Disclosure Letter, there are no material charges, grievances or any of its Subsidiariescomplaints, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade unionin each case related to alleged unfair labor practices, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect pending or, to the knowledge Knowledge of the Company, threatened with respect by or on behalf of any employee, former employee, or labor organization. There are no continuing obligations of the Group Companies pursuant to the resolution of any such proceeding that is no longer pending.
(c) Since January 1, 2017, no Group Company has been party to any pending or, to the Knowledge of the Company, threatened material Legal Proceeding by any Franchisee, any employee or other worker of a Franchisee, or third-party or Governmental Entity or other Person, alleging that any member of any Group Company is or may be in a joint-employment, co-employment, or similar relationship, or subject to joint employment liability, with any of its Franchisee. No Group Company has issued policies relating to, or otherwise exercised control over (other than pursuant to the terms of its Franchise Agreements), any Franchisee’s relationship with its employees, including hiring, firing, disciplining, compensation, benefits, supervision, and scheduling. Each Group Company has properly classified each Franchisee as an independent contractor and not an employee under Applicable Legal Requirements. To the Knowledge of the Company, no written allegation has been made since January 1, 2017 that any Franchisee or any of a Franchisee’s employees have been or are employees of any Group Company or improperly classified as independent contractors in accordance with Applicable Legal Requirements.
(d) As of the date hereof, none of the Company’s officers or key employees has given written notice to the Company of any intent to terminate his or her employment with the Company. The Group Companies are in compliance in all material respects and, to the Knowledge of the Company, each of their employees and consultants are in compliance in all material respects, with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any Group Company and such individuals.
(e) None of the Group Companies is party to a settlement agreement with a current or former officer, employee or independent contractor of any Group Company that involves allegations relating to sexual harassment by either (i) an officer of any Group Company or (ii) an employee of any Group Company at the level of Vice President or above. During the past four (4) years, no allegations of sexual harassment or sexual misconduct have been made against (i) any officer or director of any Group Company or (ii) an employee of any Group Company.
(f) Except as set forth on Schedule 4.13(f) of the Company Disclosure Letter, there are no material complaints, charges, proceeding, investigation or claims against the Group Companies pending or, to Knowledge of the Company, threatened that could be brought or filed, with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the employment or termination of its Subsidiaries; and (d) the employment or failure to employ by any Group Company, of any individual. Each Group Company and its Subsidiaries are is in material compliance with all applicable Laws Applicable Legal Requirements respecting (i) employment and employment practices, (ii) including all laws respecting terms and conditions of employment and employment, wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (“WARN”), and any similar foreign, state or local “mass layoff” or “plant closing” laws, collective bargaining, immigration or benefits, labor relations, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of 1988, withholding and/or social security taxes and any similar tax.
(g) There has been no “mass layoff” or “plant closing” (as amended defined by WARN) with respect to any Group Company within the six (the “WARN Act”6) or, months prior to the knowledge Closing.
(h) The Group Companies are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan.
(i) No Group Company is liable for any arrears of wages or penalties. All amounts that the Group Companies are legally required to withhold from their employees’ wages and to pay to any Governmental Entity as required by Applicable Legal Requirements have been withheld and paid, and the Group Companies do not have any outstanding obligations to make any such withholding or payment, other than with respect to an open payroll period or as would not result in material liability to the Group Companies, taken as whole. There are no pending, or to the Knowledge of the Company, threatened in writing Legal Proceedings against any similar internationalGroup Company by any employee in connection with such employee’s employment or termination of employment by such Group Company.
(j) No employee or former employee of the Group Companies is owed any wages, foreignmaterial benefits or other compensation for past services (other than wages, nationalbenefits and compensation accrued during the current pay period and any accrued pay or benefits for services, state which by their terms or local lawunder Applicable Legal Requirements, including without limitation are payable in the Acquired Rights Directive future, such as but not limited to accrued vacation, commission payments, recreation leave and collective dismissal laws, as a severance pay).
(k) The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any action taken collective bargaining agreement, employment agreement, consulting agreement, or being contemplated any other labor-related agreement to be taken prior which the Group Companies are a party or bound. The Group Companies have satisfied any material pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization, or works council, which is representing any employee of the Group Companies, in connection with the execution of this Agreement or the Transactions.
(l) Each Group Company has complied in all material respects with all of its obligations in relation to its current and former employees in accordance with any Applicable Legal Requirements, awards, orders, employment agreements, enterprise agreements and other collective or individual industrial agreements and codes of practice and conduct in relation to any employees, trade unions or industrial organisations (including obligations in relation to leave, occupational health and safety, redundancy and termination benefits and procedure, equal opportunity, anti-discrimination, tax, record keeping, superannuation, workers’ compensation and industrial laws).
(m) No Group Company has accessed any assistance from the Australian government in relation to the Effective Time by COVID-19 pandemic that may be available to a Group Company (including the Australian government’s “JobKeeper” program) in respect of any of its employees.
(n) No employee or contractor of any of the Group Companies has made a material workers’ compensation claim that remains unresolved and each Group Company that have had, (where required): (i) has workers’ compensation insurance in place; and (ii) has paid its workers’ compensation insurance premiums up to date. No relevant Group Company: (A) has been subject to a material workplace safety regulator audit or would reasonably be expected to have, individually or inspection in the aggregatelast three years; and (B) has, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregatethree years preceding the date of this Agreement, received an improvement notice or prohibition notice from a Material Adverse Effect on workplace safety regulator in respect of occupational health and safety.
(o) All employees and contractors and their personnel who perform work for any Group Company are, to the Knowledge of the Company, neither entitled to work in the jurisdiction in which they perform their services.
(p) Each Group Company nor has complied in all material respects with its obligations under any of its Subsidiaries has incurred any actual or contingent liability income tax, payroll tax, workers’ compensation, wage and hour and, as applicable, superannuation laws, in connection with any termination of employment Australia and the United States in respect of its employees (including redundancy payments) or for failure to comply with any order for and contractors engaged in the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilbusiness carried on by such Group Company.
Appears in 1 contract
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as stated in Section 4.12(a) of the date hereofCompany Disclosure Letter, neither the Company nor any of its Subsidiaries is not a party to, or bound by, to any collective bargaining agreement (or similar other agreement or arrangement in any foreign country) with employees, a labor union organization, works council or labor organization. Except for such matters which have not had, other employee representative body and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as no current employee of the date hereofCompany is represented by any labor union, (i) there are no strikes works council, or lockouts other employee representative body with respect to any his or her employment with the Company. No labor union, works council, other employee representative body, or group of employees of the Company has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with any of its Subsidiaries, Governmental Entity or applicable labor tribunal and, (ii) to the knowledge Knowledge of the Company, there is have been no union organizing effort pending activities or threatened similar representational activities involving employees of the Company.
(b) Except as would not be material to the Company taken as a whole, (i) (A) there are no activities or proceedings of any labor organization to organize any Company Employees and (B) there is no, and there has been no material labor dispute or strike, slowdown, picketing, concerted refusal to work overtime, or work stoppage against the Company; (ii) there is no, and there has been no notice or complaint from or on behalf of any current or former employee of, or other individual who provided services to, the Company that has been received by the Company asserting or alleging sexual harassment or sexual misconduct against any other current or former appointed executive officer or director of the Company involving or relating to his or her services provided to the Company; (iii) there are no material complaints, charges, investigations, claims or other actions against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against that would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment Legal Requirements, or employment practice of the Company; and (iv) the Company or any of its Subsidiariesis in material compliance with all applicable Legal Requirements respecting labor, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; employment and employment practices.
(c) there is As of the date of this Agreement, no slowdown, executive officer of the Company has given written notice of termination of his or work stoppage her employment with the Company in effect orconnection with the consummation of the Transactions. The Company and, to the knowledge of the Company, threatened each of its employees and consultants, are in compliance in all material respects with respect to the terms of any employees of employment, nondisclosure, restrictive covenant, and consulting agreements between the Company or any of its Subsidiaries; and such individuals.
(d) The Company is not liable for any arrears of wages, amounts that the Company and is legally required to withhold from its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and employees’ wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or to pay to any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, Governmental Entity as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time required by the Company that have hadapplicable Legal Requirements, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection penalties with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilrespect thereto.
Appears in 1 contract
Samples: Business Combination Agreement (Mountain Crest Acquisition Corp. V)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as Section 2.13 of the date hereof, neither Company Disclosure Schedule sets forth a list of each collective bargaining agreement or other contract or agreement with any labor organization or other representative of employees to which the Company nor or any of its Subsidiaries subsidiaries is a party toor which is being negotiated. Such list sets forth the factory, plant or bound by, any collective bargaining agreement (other location and the labor organization or similar agreement other employee representative involved and the approximate number of employees covered by such contact or arrangement in any foreign country) with employees, a labor union or labor organizationagreement. Except for such matters which have not hadas specifically set forth in Section 2.13 of the Company Disclosure Schedule:(i) there is no unfair labor practice charge or complaint pending or, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, (a) as of the date hereof, (i) there are no strikes or lockouts threatened with respect regard to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (bsubsidiaries;(ii) there is no unfair labor practicestrike, slowdown, work stoppage, lockout, dispute or other similar labor dispute (other than routine individual grievances) controversy in effect, or labor arbitration proceeding pending otherwise affecting, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and neither the Company nor any subsidiary of the Company has experienced any such labor controversy within the past three years;(iii) no representation question exists or has been raised respecting employees of the Company or any of its subsidiaries within the past three years, nor to the knowledge of the Company are there any campaigns being conducted to solicit cards from the employees of the Company or any subsidiary of the Company to authorize representation by any labor organization;(iv) neither the Company nor any subsidiary of the Company is party to, or is otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices of the Company or any subsidiary of the Company;(v) the Company and each subsidiary of the Company are in compliance in all respects material industrial to the Company's business with all applicable laws, agreements (including consent decrees), contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, including all laws, agreements (including consent decrees), contracts and policies precluding discrimination in employment or trade disputes the wrongful or negotiations regarding a claim with improper discharge of employees; (vi)neither the Company nor any trade unionof its subsidiaries has closed any plant or facility, group or organization effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has the Company or any of its subsidiaries planned or announced any such action or program for the future, other than the intended closing of the current Santee dairy facilities in connection with the relocation of Santee's operations to a new facility;(vii) the Company and its subsidiaries have not incurred any liability under, and have complied in all material respects with, the Worker Adjustment Retraining Notification Act of 1988 ("WARN");(viii) the Company and each subsidiary are in compliance in all material respects with their representatives representing obligations pursuant to WARN, and in all respects material to the Company's business with all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise with regard to employees of the Company, and its subsidiaries; and (ix) no action, suit, complaint, charge, arbitration, inquiry, proceeding or workers; (c) there investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of the Company or any of its subsidiaries is no slowdown, or work stoppage in effect pending or, to the knowledge of the Company, threatened with respect to any employees of against either the Company or any of its Subsidiaries; and (d) subsidiaries which, if determined adversely to the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988subsidiaries, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to havewould, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Food Centers Inc)
Labor Matters. Except (a) To the best of Parent's and each Seller's knowledge, there have been no union organizing efforts with respect to any Company conducted within the last three years and there are none now being conducted with respect to any Company. The Companies have not at any time during the three years prior to the extent imposed date of this Agreement had, nor, to the best of Parent's and each Seller's knowledge, is there now threatened, a strike, work stoppage, work slowdown or implied other material labor dispute with respect to or affecting the Business. Except as set forth on Schedule 2.19, (i) no employee of any Company is represented by applicable foreign Law------------- any union or other labor organization; (ii) there is no charge or complaint, as including any unfair labor practice charge or any claim of discrimination, which is pending with any Governmental Entity or, to the date hereofbest of Parent's and each Seller's knowledge, neither the threatened against any Company nor relating to any of its Subsidiaries employees; and (iii) there is a party to, no commitment or bound by, agreement to increase wages or modify the terms and conditions of employment of employees of any Company other than ordinary course of the Business consistent with past practice. Parent and Sellers have provided Buyer with copies of any collective bargaining agreement (or similar other agreement or arrangement in with any foreign country) with employees, a labor union or other labor organization. Except for such matters which have not had, and would not reasonably be expected organization representing employees of any Company.
(b) Within six months prior to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes Company has effectuated (x) a "plant closing" (as defined in the WARN Act) affecting any site of employment or lockouts with respect to one or more facilities or operating units within any employees site of employment or facility of the Company Business or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of its Subsidiaries, andemployment or one or more facilities or operating units within any site of employment or facility of the Business, (ii) to the knowledge of the Company, there is no union organizing effort pending Company has been affected by any transaction or threatened against the Company engaged in layoffs or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened employment terminations with respect to any employees the Business sufficient in number to trigger application of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither (iii) none of the Company nor any of its Subsidiaries Companies' employees has any liabilities under suffered an "employment loss" (as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council).
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as Convera and each of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws laws respecting (i) employment, employment practices and employment practicesoccupational safety and health, (ii) terms and conditions of employment and wages and hours, (iii) and are not engaged in any unfair labor practices; (b) there are no controversies pending or, to the knowledge of either Convera or B2B, threatened, between Convera or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which controversies would reasonably be expected to have a Material Adverse Effect; (c) neither Convera nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Convera or its Subsidiaries, nor does Convera or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (ivd) the Acquired Rights Directive there are no and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company neither Convera nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act knowledge of 1988any labor disputes, as amended (the “WARN Act”) orstrikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, Convera or any of its Subsidiaries. To the knowledge of the CompanyConvera, any similar international, foreign, national, state no employee of Convera or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability is in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee and neither the Company nor to be employed by Convera or any of its Subsidiaries has incurred any liability for failure because of the nature of the business conducted or presently proposed to provide information be conducted by Convera or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries or to the use of trade secrets or proprietary information of others or, in the case of any key employee or group of key employees, has established given notice as of the date of this Agreement to Convera or any of its Subsidiaries that such employee or any employee in a European Works Councilgroup of key employees intends to terminate his or her employment with Convera.
Appears in 1 contract
Samples: Merger Agreement (Convera Corp)
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as set forth on Section 3.12(a) of the date hereofCompany Disclosure Schedule, (i) none of the employees of the Company or any of its Subsidiaries is represented in his or her capacity as an employee of the Company or any Subsidiary by any labor organization and (ii) neither the Company nor any Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees, nor has the Company or any Subsidiary entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees.
(b) Except as set forth on Section 3.12(b) of the Company Disclosure Schedule or except for such matters which would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice during the past two (2) years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organizationprogress. Except as set forth on Section 3.12(b) of the Company Disclosure Schedule or except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, (a) as of the date hereofEffect, (i) there are no (and have not been during the two (2) year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge Knowledge of the Company, there is no (and has not been during the two (2) year period preceding the date of this Agreement) union organizing effort pending or threatened against the Company or any of its Subsidiaries; , (biii) there is no (and has not been during the two (2) year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; Subsidiaries and (civ) there is no (and has not been during the two (2) year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Except as has not had, and set forth on Section 3.12(b) of the Company Disclosure Schedule or except for such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, neither the Company nor any and each of its Subsidiaries has incurred any actual is, and since the later of December 31, 2010 and their respective dates of incorporation, organization or contingent liability formation, have been in connection compliance with any termination all applicable Laws respecting employment and employment practices, terms and conditions of employment employment, wages and hours and occupational safety and health (including, without limitation, classifications of its service providers as employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Counciland/or independent contractors).
Appears in 1 contract
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, set forth in Schedule 5.24(a): (i) neither the Company nor any of its Subsidiaries is a party toto any outstanding employment agreements or contracts with officers, managers or bound byemployees of either of the Company or its Subsidiaries that are not terminable at will; (ii) neither the Company nor any of its Subsidiaries is a party to any agreement, policy or practice that requires it to pay termination, change of control or severance pay to salaried, non-exempt or hourly employees of such company (other than as required by law); (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract applicable to its employees nor does the Company have Knowledge of any activities or proceedings of any labor organization. Except for union to organize any such matters which have not had, employees since the Plan Effective Date; and would not reasonably be expected to have, individually or in (iv) neither the aggregate, Company nor any of its Subsidiaries is a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect party to any employees of material consulting agreements with any Person providing services to the Company or any of its Subsidiaries.
(b) Except as set forth in Schedule 5.24(b): (i) each of the Company and its Subsidiaries is in compliance in all material respects with all applicable laws relating to employment and employment practices, andthe classification of employees, wages, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers' compensation and terms and conditions of employment; (ii) there are no charges with respect to the knowledge or relating to either of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened against before the Company Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiariesunlawful employment practices; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) since the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Plan Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyDate, neither the Company nor any of its Subsidiaries has incurred received any actual notice from any national, state, local or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order foreign agency responsible for the reinstatement enforcement of labor or re-engagement employment laws of an intention to conduct an investigation of either of the Company or its Subsidiaries and no such investigation is in progress.
(c) Since the Plan Effective Date, and except as set forth on Schedule 5.24(c), there has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and Retraining Notification Act or any employee and similar state or local "plant closing" law ("WARN") with respect to the current or former employees of the Company or its Subsidiaries.
(d) Except as set forth on Schedule 5.24(d), neither the Company nor any of its Subsidiaries has incurred any liability for failure severance plan or severance obligation with respect to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilemployees.
Appears in 1 contract
Labor Matters. Except (a) (i) No labor strike, slowdown, stoppage or lockout of the Company's employees is pending, or to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofSeller, neither threatened against the Company nor and during the past three (3) years there has not been any of its Subsidiaries such action, (ii) the Company is a not party to, to or bound by, by any collective bargaining agreement (or similar agreement or arrangement in with any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected or work rules or practices agreed to have, individually with any labor organization or in the aggregate, a Material Adverse Effect on employee association applicable to employees of the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (iiiii) to the knowledge of the Seller, no employees of the Company are represented by any labor organization with respect to their employment with the Company, there is nor to the knowledge of the Seller does any question concerning labor representation exist concerning such employees with respect to their employment with the Company and the Seller has no knowledge of any union organizing effort pending activities among such employees with respect to their employment with the Company within the past three (3) years, (iv) the Company is not engaged in any unfair labor practices as defined in the National Labor Relations Act or threatened other applicable Laws, (v) no unfair labor practice charge or complaint against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the CompanySeller, threatened against before the National Labor Relations Board or any similar agency, (vi) to the knowledge of Seller, no charges or complaints with respect to or relating to the Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of its Subsidiariesunlawful employment practices, nor (vii) the Company has not received within the past three (3) years any written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company and, to the knowledge of the Seller, no such investigation is in progress, (viii) no written complaints or lawsuits are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect pending or, to the knowledge of the CompanySeller, threatened with respect to by or on behalf of any class or group of applicants for employment or retention, or present or former employees or sales associates of the Company or any of its Subsidiaries; and (d) the Seller, alleging breach by the Company and its Subsidiaries are of any express or implied contract of employment, any Laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in compliance connection with all applicable Laws respecting (i) the employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practicesrelationship, and (ivix) except as set forth on Schedule 3.13(a), no employment contracts or severance agreements exist with any employee of the Acquired Rights Directive Company.
(b) The Company and the Seller have at all times in the past three (3) years properly classified each of their respective employees as employees and each of their independent contractors as independent contractors, as applicable, except for any failure which could not reasonably be expected to be material. There is no action, suit or any similar internationalinvestigation pending, foreignor to the knowledge of the Seller, nationalthreatened, state or local law, and any information and consultation or similar obligation . Neither against the Company nor by any Person challenging or questioning the classification by the Company or the Seller of its Subsidiaries has any liabilities under Person as an independent contractor, including any claim for unpaid benefits, for or on behalf of, any such Persons.
(c) No more than ten of the Company's employees have suffered an "employment loss" (as defined in the Worker Adjustment and Retraining Notification Act Act) during the six-month period prior to the date of 1988, as amended this Agreement.
(d) The Company and the “WARN Act”Seller (with respect to the Business) orand, to the knowledge of the CompanySeller, any similar internationaleach person acting as an agent thereof in his or her capacity as such, foreign, nationalis in compliance in all material respects with all federal, state or and local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result statutes and regulations having the purpose or effect of any action taken prohibiting unlawful discrimination against customers or being contemplated to be taken prior potential customers and, to the Effective Time by knowledge of the Seller, the Seller or the Company or their Affiliates have received no written complaints from any person or governmental agency that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection the Seller (with any termination of employment of its employees (including redundancy paymentsrespect to the Business) or for failure to comply with any order for the reinstatement or re-engagement of person acting as an agent thereof has engaged in any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilunlawful discrimination.
Appears in 1 contract
Labor Matters. Except to as set forth in the extent imposed Disclosure Statement or implied by applicable foreign Law, as of for events that occur after the date hereof, neither hereof which are disclosed in writing by the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyWatsxx, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (bx) there is no unfair labor practicestrike, labor dispute (other than routine individual grievances) dispute, slowdown, work stoppage or labor arbitration proceeding lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and during the past three years, there has not been any such action; (b) there are no union claims to represent the employees of the Company or any of its Subsidiaries, (c) neither the Company nor 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; (d) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries, nor are there to the knowledge of the Company does any material industrial or trade disputes or negotiations regarding a claim question concerning representation exist with any trade union, group or organization of employees or their representatives representing employees or workersrespect to such employees; (ce) to the knowledge of the Company, the Company and its Subsidiaries are, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no slowdown, unfair labor practice charge or work stoppage in effect complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened with respect to any employees of before the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) National Labor Relations Board or, to the knowledge of the Company, any similar internationalcharges or complaints, foreignor facts which could reasonably give rise to a charge or complaint, national, state pending or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any action taken collective bargaining agreement or being contemplated other grievance procedure pending relating to the Company or any of its Subsidiaries; (h) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation A-21 22 for any services performed by them to the date of this Agreement or amounts required to be taken prior reimbursed to such employees; (i) upon termination of the Effective Time by employment of any of the employees of the Company that have had, or would reasonably be expected to have, individually or in any of its Subsidiaries after the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyClosing, neither the Company nor any of its Subsidiaries has incurred will be liable to any actual or contingent liability in connection with any termination of employment of its employees for severance pay, except as otherwise required by federal law; (including redundancy paymentsj) the employment of each of the Company's or for failure its Subsidiaries' employees is terminable at will without cost to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor or any of its Subsidiaries except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or any of its Subsidiaries has incurred any liability for failure right to provide information be rehired by the Company or its Subsidiaries prior to consult with the Company's or its Subsidiaries' hiring a person not previously employed by the Company or its Subsidiaries; and (l) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company or any of its Subsidiaries as of December 1, 1996, and said list correctly reflects their salaries, wages, other compensation (other than benefits under any the Plans, Welfare Plans and Employee Benefit Plans), dates of employment Lawsand positions. Neither the Company nor any of its Subsidiaries has established a European Works Councilowes any past or present employee any sum in excess of $25,000 individually or $50,000 in the aggregate other than for accrued wages or salaries for the current payroll period, and amounts payable under Plans, Welfare Plans or Employee Benefit Plans. No employee owes any sum to the Company or any of its Subsidiaries in excess of $25,000, and all employees together do not owe the Company or any of its Subsidiaries in excess of $50,000.
Appears in 1 contract
Labor Matters. Except (a) None of the Group Companies has any material Liability for any past due wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to pay such compensation in a timely manner. Since the extent imposed Lookback Date, (i) none of the Group Companies has or implied has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable foreign LawLaw or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have has not had, and would not reasonably be expected to haveresult in, individually or in the aggregate, material Liability to the Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a Material Adverse Effect result of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any collective bargaining agreements or other Contracts with any labor organization, labor union, works council or other employee representative (each, a “Union”) nor to the knowledge of the Company is there any duty on the Companypart of any Group Company to bargain or consult with, (a) as or provide notice to, any Union which is representing any employee of the date hereofGroup Companies, (i) in connection with the execution of this Agreement or the transactions contemplated by this Agreement. No employee of any Group Company is represented by a Union. Since the Lookback Date, there are has been no strikes actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or lockouts other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of the Company any Group Company.
(d) No employee layoff, facility closure or any of its Subsidiariesshutdown (whether voluntary or by Order), andreduction-in-force, (ii) to the knowledge of the Companyfurlough, there is no union organizing effort pending temporary layoff, material work schedule change or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownreduction in hours, or work stoppage reduction in effect orsalary or wages, to the knowledge of the Company, threatened with respect to any or other workforce changes affecting employees of the Company Group Companies has occurred within the past six (6) months or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesis currently contemplated, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and planned or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local lawannounced, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of COVID-19 or any action taken Law, Order, directive, guidelines or being contemplated to be taken prior to the Effective Time recommendations by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, arising out of or in connection with COVID-19.
(e) To the Company’s knowledge, no executive, key employee or group of employees of any of the Group Companies has given notice of termination of employment of its employees (including redundancy payments) or for failure otherwise disclosed plans to comply terminate employment with any order for of the reinstatement Group Companies within the twelve (12) month period following the date hereof. To the Company’s knowledge, no executive or re-engagement key employee has been accused of any employee and neither sexual harassment, sexual assault or other similar misconduct or sexual discrimination in connection with his or her employment with the Company nor any of its Subsidiaries has incurred any liability for failure to provide information Group Companies or to consult with employees under any employment Laws. Neither otherwise during the Company nor any of its Subsidiaries has established a European Works Councillast three (3) years.
Appears in 1 contract
Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.)
Labor Matters. Except (a) Schedule 4.10(a) sets forth a true and complete list of (i) each ---------------- employee of the Company and (ii) the amount of annual salary and accrued bonuses payable to the extent imposed or implied by applicable foreign Law, each such employee as of the date hereofClosing Date, including any additional compensation payable in the event that any of such employees are terminated following the consummation of the transactions contemplated hereby.
(b) Except as set forth in Schedule 4.10(b): (i) the Company is not ---------------- engaged and has not engaged in any unfair labor practice or unlawful or discriminatory act or course of conduct; (ii) there has been no labor strike, dispute, slowdown or stoppage against the Company or by the Company's employees; (iii) no union representation question or union or other organizational activities subject to the National Labor Relations Act exist respecting any employees; (iv) no collective bargaining agreement exists that is binding on the Company; (v) the Company has not experienced any other labor difficulties which individually or in the aggregate has resulted in or could reasonably be expected to result in a Material Adverse Effect; (vi) the Company is not delinquent in any material respect in payments to any of its current or former officers, directors, employees, consultants or agents for any wages, salaries, commissions or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees, consultants or agents; (vii) in the event of termination of the employment of service of any such officers, directors, employees, consultants or agents, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably the Purchaser shall be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect liable to any employees such Person for severance or continuation pay arising from any policies or practices of the Company in effect prior to Closing or any other facts or circumstances existing prior to Closing; (viii) since January 1, 1997, there has not been any involuntary termination of its Subsidiariesemployment of any officer, and, (ii) to the knowledge director or employee of the CompanyCompany receiving an annual base salary in excess of Fifty Thousand Dollars ($50,000); (ix) the Company has complied and is currently complying in all material respects, in respect of all its employees, with all applicable laws respecting employment and employment practices, including, without limitation, payment of wages, discrimination, workplace safety and equal employment opportunity (the "Labor Laws"); (x) there ---------- is no union organizing effort pending charge or threatened complaint by or against the Company or any of its Subsidiaries; (b) there which is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the CompanyPrincipal Shareholders, threatened against threatened, before the National Labor Relations Board, the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local governmental authority or court relating to labor or employment matters or any Labor Laws; (xi) all individuals who are performing or have performed services since January 1, 1997 for the Company and are or any were classified by the Company as "independent contractors" qualify for such classification under applicable law relating to Taxes (as hereinafter defined) and benefits; and (xii) all individuals who are treated as exempt from the payment of its Subsidiaries, nor overtime pay qualify and are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; properly classified for such exemption under applicable law.
(c) there is no slowdown, or work stoppage in effect orExcept as set forth on Schedule 4.10(c), to the knowledge of the Company---------------- Principal Shareholders, threatened with respect to any employees of the Company no officer or key employee or any group of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance key employees intends to terminate their employment with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation nor does the Acquired Rights Directive and collective dismissal laws, as Company have a result present intention to terminate the employment of any action taken or being contemplated to be taken prior to of the Effective Time by the Company that have hadforegoing, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor are any of its Subsidiaries has incurred any actual the foregoing subject to disciplinary action based on unacceptable performance or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilbehavior.
Appears in 1 contract
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as of the date hereofdisclosed on Schedule 4.14(a), neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected agreement applicable to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against persons employed by the Company or any of its Subsidiaries, nor are there any material industrial such employees represented by a works council or trade disputes or negotiations regarding a claim with any trade union, group or labor organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect ornor, to the knowledge of the CompanyCompany as of the date hereof, threatened with respect activities or proceedings of any labor union to organize any employees such employees. The Company has delivered or made available to Buyer correct and complete copies of each agreement listed on Schedule 4.14(a) (collectively, the “Company Labor Agreements”). Each of the Company or and its Subsidiaries is in compliance in all material respects with the Company Labor Agreements. Except as set forth in Schedule 4.14(a), the consummation of the transactions contemplated by this Agreement will not entitle any third party to any payments under any of its Subsidiaries; the Company Labor Agreements, and (d) the Company and its Subsidiaries are in compliance in all material respects with their obligations pursuant to all notification and other obligations arising under any Company Labor Agreements.
(b) Each of the Company and its Subsidiaries (i) is in compliance in all material respects with all applicable Laws respecting (i) regarding employment and employment practices, (ii) terms and conditions of employment employment, and wages and hours, (iiiii) has not received written notice of any unfair labor practicespractice complaint against it pending before the National Labor Relations Board that remains unresolved, and (iviii) the Acquired Rights Directive and or any similar international, foreign, national, state or local lawis not currently experiencing, and has received no current written threat of, any information labor strike, slowdown, work stoppage, picketing or interruption of work or lockout.
(c) The Company and its Subsidiaries have complied in all material respects with all consultation and other requirements in respect of each labor or similar obligation trade union, works council or other representative body required to be complied with prior to executing this Agreement. No further consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is required for the Company to enter into this Agreement or consummate any of the transactions contemplated hereby.
(d) The Company and each of its Subsidiaries is, and has been since January 1, 2015, in material compliance with WARN and has no material Liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of taken any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually cause Buyer or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred Affiliates to have any actual material Liability or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for other obligation following the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees Closing Date under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilWARN.
Appears in 1 contract
Labor Matters. (a) Except as set forth on Section 4.16 of the Company Disclosure Schedules:
(i) there are no material labor troubles (including work slowdown, picketing, strikes, lockouts or work stoppages) involving the employees of the Company or any of its Subsidiaries pending or, to the extent imposed or implied by applicable foreign Law, as Knowledge of the date hereofCompany, threatened, and there have been no such material troubles for the past three (3) years,
(ii) no employee of the Company or any of its Subsidiaries is represented by a labor union or other employee representative body,
(iii) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, or in default under any collective bargaining agreement (or similar agreement or arrangement in any foreign country) other Contract with employees, a labor union or labor organization. Except for such matters which have not hadother employee representative body or works council, and no such Contract is being negotiated by the Company or any of its Subsidiaries,
(iv) to the Knowledge of the Company, no petition has been filed or proceedings instituted by or on behalf of an employee or group of employees of the Company or any of its Subsidiaries with any labor relations board or other Governmental Entity seeking recognition of a bargaining representative,
(v) to the Knowledge of the Company, there is no effort currently being made or threatened by, or on behalf of, any labor union or other employee representative body to organize any employees of the Company or any of its Subsidiaries, and there have been no such efforts for the past three (3) years, and
(vi) there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries, except for any such proceeding that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect.
(b) Except as would not, individually or in the Companyaggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and for the past three (a3) as of the date hereofyears have been, in compliance with all applicable Laws respecting employment.
(ic) there are no strikes No notice, consent or lockouts consultation obligations with respect to any employees of the Company or any of its Subsidiaries, andor any labor union or other employee representative body, (ii) to will be a condition precedent to, or triggered by, the knowledge execution of this Agreement or the consummation of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilTransactions.
Appears in 1 contract
Labor Matters. (a) Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect reasonably be expected to any employees of be material to the Company or any of and its Subsidiaries, andtaken as a whole, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting Labor Laws. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, during the three (3) year period prior to the date hereof, the Company and its Subsidiaries have not failed to make, and are not otherwise delinquent in, any payment to any Service Provider for any wages, salary, overtime pay, commission, bonus, benefit or other compensation for any services or otherwise arising under any policy, practice, Contract, plan, program or Law.
(b) During the three (3) year period prior to the date hereof, no Service Provider is or has been (i) employment and employment practicescovered by a collective bargaining or any other labor-related Contract with any labor union, works council or labor organization, nor is any such Contract currently being negotiated or (ii) terms a leased employee or an outsourced employee. There is no pending or, to the Knowledge of the Company, threatened, nor has there been in the past four (4) years, any organized effort or demand for recognition or certification or attempt to organize employees of the Company or any Subsidiary of the Company by any labor organization. There is no pending nor, to the Knowledge of the Company, threatened labor strike, petition, walk-out, work stoppage, slowdown or lockout with respect to employees of the Company or any Subsidiary of the Company, and conditions no labor strike, petition, walk-out, work stoppage, slowdown or lockout has occurred in the past four (4) years preceding.
(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any Subsidiary of the Company is or has been, during the three (3) year period prior to the date hereof, the subject of, nor is there pending or, to the Knowledge of the Company, threatened, any Action asserting that the Company or any Subsidiary of the Company has committed an unfair labor practice, act of discrimination, or other similar complaints with respect to any Service Provider.
(d) As of the date hereof, no senior management employee of the Company or any Subsidiary of the Company has given notice, whether written or oral, to the Company or any Subsidiary of the Company that any such employee intends to terminate his or her employment and wages and hourswith the Company or the applicable Subsidiary. To the Knowledge of the Company, during the three (3) year period prior to the date hereof, no Person has claimed or has reason to claim that any Service Provider or other Person affiliated or associated with the Company: (i) is or has been in any material respect in violation of any term of any employment contract, non-disclosure agreement or noncompetition agreement, noncompetition agreement, non-solicitation agreement, or other similar restrictive covenant; (ii) has or may have disclosed or utilized any trade secret or proprietary information or documentation of such Person; (iii) unfair labor practiceshas interfered or may be interfering in the employment relationship between such Person and any of its present or former employees.
(e) Neither the Company nor any Subsidiary of the Company has incurred any Liability under the WARN Act that remains unpaid or unsatisfied and no other activity that would give rise to a notice obligation under the WARN Act has been planned, contemplated or announced.
(f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and (iv) its Subsidiaries, taken as a whole, all employees of the Acquired Rights Directive and Company or any similar internationalSubsidiary of the Company are and were lawfully entitled to work for the Company or the applicable Subsidiary of the Company without restriction of any visa, foreignpermit, nationalexport license or consent being required and have provided documentation to the Company reflecting their authorization under applicable United States or non-U.S. immigration Laws to work in his or her current position for the Company and its Subsidiaries.
(g) Except as would not, state individually or local lawin the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any information and consultation Subsidiary of the Company has any Liability with respect to the misclassification of any Person as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “nonexempt” employee (within the meaning of the Fair Labor Standards Act of 1938, as amended, or similar obligation applicable state laws). Neither the Company nor any of its Subsidiaries have had, in the three (3) year period prior to the date hereof, any temporary or leased employees who were not treated and accounted for in all respects as such by the Company or the applicable Subsidiary to the extent required by applicable Laws.
(h) No charges, claims, allegations, or complaints (formal or otherwise) of sexual harassment, sexual assault, sexual misconduct, sex/gender discrimination or similar behavior (a “Misconduct Allegation”) have been made against any Person who is or was an officer, director, manager or supervisory-level employee of the Company or any of the Subsidiaries in such Person’s capacity as such or, to the Knowledge of the Company, in any other capacity, during the three (3) year period prior to the date hereof, nor are any Misconduct Allegations pending, or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has entered into any liabilities under the Worker Adjustment and Retraining Notification Act of 1988settlement agreement, as amended (the “WARN Act”) ortolling agreement, non-disparagement agreement, confidentiality agreement, non-disclosure agreement, or any Contract or provision similar to the knowledge any of the Company, foregoing relating directly or indirectly to any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by Misconduct Allegation against the Company that have hador any of the Subsidiaries or any Person who is or was an officer, director, manager, employee or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither independent contractor of the Company nor or any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees during the three (including redundancy payments3) or for failure year period prior to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councildate hereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Hemisphere Media Group, Inc.)
Labor Matters. Except as set forth in Section 2.17 of the Disclosure Schedule: (i) the Company and each of its Subsidiaries has paid and performed all obligations that are currently due with respect to the extent imposed its employees, independent sales representatives, consultants, agents, independent contractors, sub-contractors, officers and directors, including, without limitation, all wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits, xxxxxxx'x compensation payments and other compensation for all services performed by such Persons and all amounts required to be paid or implied by applicable foreign Law, reimbursed to such Persons as of the date hereof; (ii) the Company and each of its Subsidiaries is in compliance, in all material respects, with all Laws respecting employment and employment practices, terms and conditions of employment and wages and hours; (iii) there is no pending, or to the Knowledge of Seller, threatened, charge, complaint, allegation, application or other process against the Company or any of its Subsidiaries before the National Labor Relations Board or any comparable Governmental or Regulatory Authority; (iv) there is no labor strike, dispute, slowdown or work stoppage or other job action pending, or to the Knowledge of Seller, threatened against or otherwise affecting or involving the Company or any of its Subsidiaries or their respective employees; (v) no employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize any of the employees of the Company or any Subsidiary for collective bargaining purposes; (vi) to the Knowledge of Seller, neither the Company nor any of its Subsidiaries is a party to, or bound by, has hired any collective bargaining agreement illegal aliens as employees; and (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (ivii) there are no strikes race, age, sex or lockouts with respect to any employees of the Company or any of its Subsidiariesother discrimination complaints pending, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the CompanySeller, threatened against the Company or any of its Subsidiaries. All liability for any current or future xxxxxxx'x compensation payments due to employees, nor are there any material industrial contractors or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees consultants of the Company or any of its Subsidiaries; and (d) Subsidiary as the result of any occurrence that has taken place or takes place prior to the Closing Date is either covered by insurance the proceeds of which are payable to the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any one of its Subsidiaries or has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988been assumed by Seller and/or Parent, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred or will have any liability for failure any such payments (other than to provide information or to consult with employees under any employment Laws. Neither the Company nor any extent that such liability is a current liability included in the calculation of its Subsidiaries has established a European Works CouncilNet Working Capital as of the Closing Date).
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Graphics Technologies Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Lawas set forth on SCHEDULE 2.19, as of the date hereof, (a) neither the Company nor any of its the Subsidiaries has entered into or is a party to, or bound by, to any collective bargaining agreement (agreement, memorandum of understanding or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect other written document binding on the Company, (a) as Company or the Subsidiaries respecting terms and conditions of the date hereof, (i) there are no strikes or lockouts employment with respect to an identified group of employees with any labor union that would cover any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; Subsidiaries and (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge none of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or the Subsidiaries are subject to any collective bargaining agreement, memorandum of its Subsidiaries; and (d) understanding or other written document binding on the Company and its or the Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment with respect to an identified group of employees nor are any such employees, in their capacities as employees, represented by any labor union. As to the collective bargaining agreements disclosed on SCHEDULE 2.19, neither the Company nor the Subsidiaries is in material default thereunder. Except as set forth in SCHEDULE 2.19, there are no Claims, controversies, labor disturbances, or investigations pending, or to the Knowledge of the Company and wages and hoursthe Controlling Shareholders, (iii) unfair labor practicesthreatened, and (iv) by any governmental agency or by employees of the Acquired Rights Directive and Company or the Subsidiaries or any similar internationalparty or parties representing any of such employees against the Company or the Subsidiaries before any court, foreignarbitrator or other tribunal. To the Knowledge of the Company and the Controlling Shareholders, national, state there are no organizational efforts presently being made or local law, and threatened by or on behalf of any information and consultation labor union with respect to the employees of the Company or similar obligation the Subsidiaries nor has there been in the last five (5) years. Neither the Company nor any of its the Subsidiaries has any liabilities under experienced a work stoppage, strike, lock-out or other labor disturbance within the Worker Adjustment past five (5) years, and Retraining Notification Act of 1988there is no work stoppage, as amended (the “WARN Act”) strike, lock-out or other labor disturbance presently occurring, or, to the knowledge Knowledge of the CompanyCompany and the Controlling Shareholders, any threatened. The Company and the Subsidiaries have complied in all material respects with all applicable Legal Requirements relating to their respective employees, the employment of labor, and the safety and health of employees, including, without limitation, all applicable Legal Requirements relating to occupational health and safety, discrimination, unemployment, wages, hours, the Family and Medical Leave Act, collective bargaining, and the collection and payment of withholding taxes and similar internationaltaxes in respect of the business of the Company and the Subsidiaries. Except as set forth in SCHEDULE 2.19, foreignthere are no unfair labor practice charges, nationalcharges of discrimination, state or local law, including without limitation other complaints pending against the Acquired Rights Directive and collective dismissal laws, as a result of any action taken Company or being contemplated to be taken prior to the Effective Time Subsidiaries involving employees now or previously employed by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilSubsidiaries.
Appears in 1 contract
Labor Matters. Except to (i) The Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) Neither the extent imposed Company nor any of its Subsidiaries has received written notice of any charge or implied by applicable foreign Lawcomplaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, as of the date hereofNational Labor Relations Board, neither or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) Neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending labor strike, slowdown or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (civ) there is no slowdownNeither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, or work stoppage in effect orand, to the knowledge of the Company, threatened with respect there has been no labor union prior to the date hereof organizing any employees of the Company or any of its SubsidiariesSubsidiaries into one or more collective bargaining units; (v) There are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) To the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) There are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Company Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (dviii) There are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
(b) The Company and its Subsidiaries are and have been in substantial compliance with all applicable Laws respecting notice and other requirements under the Worker Adjustment and Retaining Notification Act (i"WARN") employment and employment practices, (ii) terms and conditions or similar state statute. None of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and employees of the Company or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement.
(c) Neither the Company nor any of its Subsidiaries has is bound by any liabilities under contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to terminate the Worker Adjustment and Retraining Notification Act employment of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred employees at any actual time without payment or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilother liability.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied (a) The Company is, and has at all times been, in material compliance with all applicable Labor Laws.
(b) No Service Provider is (i) covered by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) other labor-related Contract with employeesany labor union, a labor union works council or labor organization, nor is any such Contract currently being negotiated or (ii) a leased employee or an outsourced employee. Except for such matters which have not hadThere is no pending or, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Knowledge of the Company, (a) as of the date hereofthreatened, (i) nor has there are no strikes ever been, any organized effort or lockouts with respect demand for recognition or certification or attempt to any organize employees of the Company or by any of its Subsidiaries, and, (ii) to labor organization. To the knowledge Knowledge of the Company, there is no union organizing effort pending nor threatened labor strike, walk-out, work stoppage, slowdown or lockout with respect to employees of the Company, and no labor strike, walk-out, work stoppage, slowdown or lockout has ever occurred.
(c) The Company is not the subject of, nor is there threatened against or, to the Knowledge of the Company, pending, any Action asserting that the Company or any of its Subsidiaries; (b) there is no has committed an unfair labor practice, labor dispute act of discrimination, or other similar complaints with respect to any current or former Service Provider.
(d) As of the date hereof, no employee of the Company has given notice, whether written or oral, to the Company that any such employee intends to terminate his or her employment with the Company. To the Knowledge of the Company, no Service Provider is in any material respect in violation of any term of any employment contract, non-disclosure agreement or noncompetition agreement. The Company has never breached any employment, consulting or severance Contract to which it is or was a party.
(e) The Company has not incurred any Liability under the WARN Act that remains unpaid or unsatisfied and no other activity that would give rise to a notice obligation under the WARN Act has been planned, contemplated or announced.
(f) Employees of the Company who are not citizens or permanent residents of the country in which they work have provided documentation to the Company reflecting their authorization under applicable United States or non-U.S. immigration Laws to work in his or her current position for the Company and a properly completed Form I-9 is on file with respect to each employee of the Company.
(g) The Company does not have any material Liability with respect to the misclassification of any Person as an independent contractor rather than routine individual grievances) as an employee, or labor arbitration proceeding as an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938, as amended), or with respect to such Person’s status as a leased employee, or with respect to any such Person being improperly included or excluded from any Company Plan, nor has the Company had notice of any pending or, to the knowledge Knowledge of the Company, threatened against the inquiry or audit from any Governmental Authority concerning such classifications or Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilPlan inclusions and/or exclusions.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as set forth on Section 4.16 of the date hereof, neither Company Disclosure Letter:
(a) Neither the Company nor any of its Subsidiaries Subsidiary is a party toto or subject to any Collective Bargaining Agreement. Neither the Company nor any Subsidiary is currently negotiating any Collective Bargaining Agreement. No labor union, labor organization, trade union, works council, or bound by, any other collective bargaining agreement unit represents or, to the Company’s Knowledge, claims to represent any of the Company’s or any Subsidiary’s employees; there are no strikes, work stoppages, slowdowns, lockouts, hand billing, jurisdiction disputes, or other labor disputes pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary, nor have there been any material labor disturbances within the period of five (5) years preceding the date of this Agreement; and there is no union campaign, or any other ongoing or, to the Company’s Knowledge, threatened union organizing activities being conducted with respect to the Company’s or any Subsidiary’s employees, and, to the Company’s Knowledge, during the period of five (5) years preceding the date of this Agreement, there has been no attempt to organize, certify or establish any labor union, employee association or similar agreement entity in relation to any of the employees of the Company or arrangement any Subsidiary.
(b) The Company and any Subsidiary are, and have been, in material compliance with all Laws respecting employment and employment practices, including but not limited to Laws relating to immigration, terms and conditions of employment, wages, hours of work, plant closings and layoffs, occupational safety and health, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or non-exempt), and are not engaged in any foreign country) with employeesunfair labor practices, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or as defined in the aggregateNational Labor Relations Act or any other applicable Law. There are no Actions, a Material Adverse Effect on orders or charges that are ongoing, pending or, to the Company’s Knowledge, threatened in any forum by or on behalf of or pertaining to any present or former employee, independent contractor, or applicant for employment or engagement against the Company or any Subsidiary.
(ac) as To the Company’s Knowledge, no present or former employee or independent contractor of the date hereofCompany or any Subsidiary is in any respect in violation of any term of any employment Contract, independent contractor Contract, Restrictive Covenant, common law nondisclosure obligation, fiduciary duty or other obligation: (i) there are no strikes to the Company or lockouts with respect any Subsidiary or (ii) to a former employer or engager of any such individual relating to (A) the right of any such individual to work for the Company or any Subsidiary or (B) the knowledge or use of trade secrets or proprietary information.
(d) Neither the Company nor any Subsidiary has engaged in layoffs or employment terminations sufficient to trigger application of the Worker Adjustment and Retraining Notification Act of 1988, or any applicable Law relating to group terminations.
(e) To the Company’s Knowledge, none of the Key Employees and none of the current sales or engineering employees of the Company or any of its Subsidiaries, andwith aggregate annual compensation exceeding $80,000, (ii) has given, or provided any clear indication that they intend to the knowledge give, notice of the Company, there is no union organizing effort pending either their resignation or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, their intention to the knowledge of the Company, threatened against terminate their employment with the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; as applicable.
(cf) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has Subsidiary is delinquent in payments to any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, current or former employees or independent contractors for any similar international, foreign, national, state services or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated amounts required to be taken prior to the Effective Time by the reimbursed or otherwise paid.
(g) The Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as is not and has not hadbeen a “contractor” or “subcontractor” as defined by Executive Order 11246, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure required to comply with any order for the reinstatement Executive Order 11246 or re-engagement required to maintain an affirmative action plan.
(h) Each employee of any employee and neither the Company nor any of its and the Subsidiaries has incurred any liability all work permits, immigration permits, visas or other authorizations, each as required by Law for failure to provide information or to consult such employee given the duties and nature of such employee’s employment.
(i) In connection with employees under any employment Laws. Neither the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, the Company nor and any of its Subsidiaries Subsidiary has established provided any required notice to, or engaged in any required consultation with, any labor union, works council or other labor organization, pursuant to any Collective Bargaining Agreement to which the Company or any Subsidiary is a European Works Councilparty to or bound by or pursuant to applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (CPI International Holding Corp.)
Labor Matters. Except (a) Neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement with respect to any of their respective employees or any labor organization to which their respective employees or any of them belong nor, to the extent imposed Company's Knowledge, is there any current organizing activity with respect to any group of Employees. There are no unions involved with the Company or implied by applicable foreign Law, as any of its Subsidiaries for the purpose of the date hereof, neither SER Besluit Fusiegedragsregels 2000.
(i) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) Contract with employees, a labor union or labor organization. Except for , nor is any such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, Contract presently being negotiated;
(ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for is the reinstatement or re-engagement subject of any employee and neither Action asserting that the Company nor or any of its Subsidiaries has incurred committed an unfair labor practice or seeking to compel it to bargain with any liability for failure labor organization as to provide information wages or conditions of employment, nor, to consult with employees under any employment Laws. Neither the Company's Knowledge, is such proceeding threatened;
(iii) there is no (A) strike, (B) work stoppage, (C) lockout or (D) other labor dispute that could be material to the Company nor and its Subsidiaries taken as a whole, in each case involving the Company or any of its Subsidiaries has established pending or, to the Company's Knowledge, threatened; and
(iv) since December 31, 2003 there have been no delays in the fulfillment of any obligations towards the Employees that would be reasonably expected to lead to a European Works Councilmaterial dispute with the Company.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Amalgamation (New Skies Satellites Holdings Ltd.)
Labor Matters. (a) Except as set forth on Schedule 4.16(a), there is not any pending or, to the extent imposed or implied by applicable foreign Law, as Knowledge of the Sellers, threatened against the Business, labor dispute, picketing, lockout, strike, work slow-down or stoppage, or other similar significant labor difficulty, and the Stations have not experienced any such labor dispute, picketing, lockout, strike, work slow-down or stoppage, or other similar significant labor difficulty within the twelve (12) months preceding the date hereofof this Agreement. Except as set forth on Schedule 4.16(a), neither the Company nor Sellers and their Affiliates have, with respect to the Business, complied in all material respects with all labor and employment laws and regulations applicable to the Business, including without limitation, those laws and regulations which relate to wages, hours, discrimination in employment, collective bargaining, occupational safety, immigration, workers compensation and the payment of Social Security and other payroll-related taxes, and none of Sellers or their Affiliates has received any written notice alleging that it has failed to comply in any material respect with any of its Subsidiaries the foregoing. Except as set forth on Schedule 4.16(a), there is not pending or, to the Knowledge of Sellers, threatened any Action or any order, decree or judgment relating to the employment of the Business Employees, including any unfair labor practice charge, discrimination charge or claim, OSHA matter or allegation of misclassification of employees as independent contractors.
(b) (i) No Seller is a signatory or a party to, or otherwise bound by, any collective bargaining agreement which covers employees or former employees of the Stations, (or similar agreement or arrangement in ii) no Seller has agreed to recognize any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, other collective bargaining representative to represent (and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as Knowledge of the date hereof, (iSellers no union or other collective bargaining representative claims to represent) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, andStations, (iiiii) no union or other collective bargaining representative has been certified as representing any employees of the Stations, and (iv) to the knowledge Knowledge of the CompanySellers, there is no union organizing effort pending campaign threatened or being conducted, and none has been threatened against or conducted within the Company or any twelve (12) month period preceding the date of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending orthis Agreement, to the knowledge attempt to gain recognition or certification of the Company, threatened against the Company any union or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, other collective bargaining representative to the knowledge of the Company, threatened with respect to represent any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilStations.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) (i) Neither the Company nor any of its Subsidiaries is a party to, to or bound by, by any collective bargaining agreement, labor union contract, works council contract, or trade union agreement (or similar agreement or arrangement in any foreign countryeach a “Collective Bargaining Agreement”) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there Collective Bargaining Agreement is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect applicable to any employees of the Company or any of its Subsidiaries; (ii) to the Knowledge of the Company, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries; (iii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries; and (div) there is no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that may interfere with the respective business activities of the Company or any of its Subsidiaries. As of the date of this Agreement, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority.
(b) Neither the Company nor any of its Subsidiaries (i) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or (ii) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any Employee Plans.
(c) The Company and its Subsidiaries are in compliance materially complying with all and have materially complied with applicable Laws respecting and Orders with respect to employment (i) employment including applicable Laws regarding wage and employment practiceshour requirements, (ii) terms correct classification of independent contractors and conditions of employment employees as exempt and wages non-exempt, immigration status, discrimination in employment, employee health and hours, (iii) unfair labor practicessafety, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation collective bargaining). Neither the Company nor any of its Subsidiaries has are engaged in any liabilities under the Worker Adjustment and Retraining Notification Act of 1988unfair labor practice, as amended (defined in the “WARN Act”) National Labor Relations Act or other applicable Laws. No unfair labor practice or labor charge or complaint is pending or, to the knowledge Knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior threatened with respect to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred before the National Labor Relations Board, the Equal Employment Opportunity Commission or any actual other Governmental Authority.
(d) The Company and each Subsidiary of the Company have withheld all amounts required by applicable Law to be withheld from the wages, salaries and other payments to employees, and are not, to the Knowledge of the Company, liable for any arrears of wages or contingent liability in connection with any termination of employment of its employees (including redundancy payments) Taxes or any penalty for failure to comply with any order for of the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Lawsforegoing. Neither the Company nor any Subsidiary of the Company is liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice).
(e) As of the date of this Agreement, the Company has not received any written notice from any officer of the Company that he or she intends to resign from the Company.
(f) Neither the Company nor any Subsidiary of the Company are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. Table of Contents Neither the Company, any Subsidiary of the Company, or any of its or their executive officers has received within the past three (3) years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the Company or any Subsidiary of the Company and, to the Knowledge of the Company, no such investigation is in progress.
(g) Except as set forth in the jurisdictions of employment set forth in Section 3.18(g) of the Company Disclosure Letter, the employment of each officer, employee and consultant of the Company and each of its Subsidiaries has established a European Works Councilis terminable at will.
Appears in 1 contract
Samples: Merger Agreement (Xcerra Corp)
Labor Matters. (a) Except as set forth in Schedule 3.14(a), no member of the Company Group is a party to any collective bargaining agreement relating to employees of the Company Group. There are no strikes, work stoppages, slowdowns, or other material labor disputes pending or, to the extent imposed Knowledge of the Company, threatened in writing against any member of the Company Group, and no such disputes have occurred within the past three (3) years. There are no ongoing or, to the Knowledge of the Company, threatened union organizing activities, certification Proceedings or implied petitions seeking a representation or certification Proceeding with respect to employees of the Company Group and no such activities have occurred within the past three (3) years. There are no unfair labor practice charges, material grievances or arbitrations pending or, to the Knowledge of the Company, threatened in writing, against any member of the Company Group and arising under a collective bargaining agreement. With respect to the transactions contemplated by this Agreement, each member of Company has, or prior to the Closing will have, satisfied in all material respects all notice and bargaining obligations it owes to any unions representing their employees under applicable foreign LawLaw or any collective bargaining agreement.
(b) No member of the Company Group has received written notice of any material labor or employment related complaints, as charges, or claims against such member of the Company Group and, to the Knowledge of the Company, there are no such complaints, charges or claims threatened in writing to be brought or filed with any Governmental Entity, in each case, based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by any member of the Company Group.
(c) Each member of the Company Group has paid or made provision for payment of all salaries and wages owed and payable by such member of the Company Group to any employee, individual independent contractor or individual consultant, accrued through the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for except where such matters which have not had, and nonpayment would not reasonably be expected to have, individually or result in a material Liability to the aggregate, a Material Adverse Effect on the Company, Company Group.
(ad) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees Each member of the Company or any of its Subsidiaries, and, Group has been for the last three (ii3) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are years in compliance in all material respects with all applicable Laws respecting (i) relating to employment and employment practices, (ii) practices and terms and conditions of employment, including Laws relating to the payment of wages, the classification of all employees, individual independent contractors and consultants, equal employment opportunity (including Laws prohibiting discrimination and/or harassment on the basis of race, national origin, religion, disability, age, workers’ compensation, or any other protected class), affirmative action, and wages and hours, (iii) unfair labor other hiring practices, immigration, workers’ compensation, unemployment and the payment of social security and other Taxes.
(ive) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither Each member of the Company nor any Group, for the past three (3) years, has properly classified for all purposes all Persons who have performed services for or on behalf of its Subsidiaries the Company Group as individual independent contractors and has any liabilities under the Worker Adjustment properly withheld and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, paid all applicable Taxes and made all required filings in connection with services provided by such Persons to the knowledge of the CompanyCompany Group in accordance with such classifications, any similar internationalin each case, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and expect where such noncompliance would not reasonably be expected to haveresult in a material Liability to the Company Group.
(f) There has been no “mass layoff” or “plant closing” (as defined by the WARN Act or any similar state statute) in respect of any member of the Company Group within the one (1) year prior to the date of this Agreement.
(g) No member of the Company Group (nor, individually or in to the aggregate, a Material Adverse Effect on Knowledge of the Company, neither any of their respective officers or directors in their individual capacities) has within the last three (3) years settled any material claims, actions, complaints or other grievances relating to sexual harassment or discrimination involving or relating to any officers, directors or employees. There are no such material claims, actions, complaints or other grievances currently pending or, to the Knowledge of the Company, threatened in writing against any member of the Company nor any Group.
(h) Seller Representative has provided Buyer a true, complete and correct list, as of its Subsidiaries the date of this Agreement, of all employees of the Company Group, including for each such employee his or her (i) name; (ii) title or position; (iii) status as full-time or part-time; (iv) current base compensation rate; and (v) commission, bonus or other incentive-based compensation. No employee of the Company Group works outside the United States.
(i) Seller Representative has incurred any actual or contingent liability in connection with any termination provided Buyer a true, complete and correct list, as of employment the date of its employees (including redundancy payments) or for failure to comply with any order this Agreement, of all individuals who perform services for the reinstatement Company Group as independent contractors or re-engagement of any employee consultants, including for each such individual his or her (i) name; (ii) title or position; and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council(iii) compensation rate.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (agreement, labor union contract applicable to its employees or similar agreement or arrangement work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries in the United States, nor does the Company have Knowledge of any foreign countryactivities or proceedings of any labor union, works council, labor organization or employee association to organize any such employees. No later than thirty (30) with employeesdays following the date of this Agreement, (i) the Company shall provide or make available to Parent a true and complete list of any collective bargaining agreement, labor union contract applicable to its employees or similar agreement or work rules or practices with any labor organization. Except for such matters which have not hadunion, works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries outside of the United States, and would not reasonably be expected (ii) the Company shall provide or make available to haveParent a written description, individually to its Knowledge, of any activities or in the aggregateproceedings of any labor union, a Material Adverse Effect on the Companyworks council, labor organization or employee association to organize any such employees.
(ab) as As of the date hereof, (i) there are no strikes or lockouts pending with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (b) , there is no unfair labor practice, labor dispute (other than routine individual grievances) ), or labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against threatened, with respect to the employees of the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) and there is no slowdown, slowdown or work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to any the employees of the Company or any of its Subsidiaries; and , except, in each case, as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect.
(dc) Except as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries are are, and have been, in compliance in all respects with all applicable Laws respecting (i) laws relating to employment and employment practices, (ii) the classification of employees, wages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment and wages and hoursemployment, (iiiii) unfair labor there are no charges with respect to or relating to either of the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices, and (iviii) the Acquired Rights Directive and or any similar internationalsince January 1, foreign2014, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has received any liabilities under the Worker Adjustment and Retraining Notification Act of 1988written notice from any national, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, nationalfederal, state or local lawagency, including without limitation domestic or foreign, responsible for the Acquired Rights Directive and collective dismissal laws, as a result enforcement of any action taken labor or being contemplated employment laws of an intention to be taken prior to the Effective Time by conduct an investigation of either of the Company that have hador its Subsidiaries and no such investigation is in progress.
(d) Except as would not have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, neither the Company nor any of its Subsidiaries has incurred any actual liability or contingent liability in connection obligations with respect to any termination “mass layoff” or “plant closing” as defined by, and pursuant to, the Worker Adjustment and Retraining Notification Act or any similar U.S. state or local or non-U.S. “plant closing” law (“WARN”) with respect to the current or former employees of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of or its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilSubsidiaries.
Appears in 1 contract
Samples: Merger Agreement
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or bound bymore of its or their employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). There are no organizing activities, certification proceedings or similar agreement or arrangement in any foreign country) with employeespetition seeking a representation proceeding pending, a labor union or labor organization. Except for such matters which have not hador, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on knowledge of the Company, threatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (a“Labor Organization”) as with respect to any employees of the date hereof, (i) there Company or any of its Subsidiaries. There are no strikes lockouts, strikes, slowdowns or lockouts work stoppages pending, or, to the knowledge of the Company, threats thereof by or with respect to any employees of the Company or any of its Subsidiaries, andnor have there been any such lockouts, (ii) strikes, slowdowns or work stoppages or threats thereof with respect to the knowledge any employees of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; .
(bi) The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization and (ii) neither the Company nor any of its Subsidiaries has committed any material unfair labor practice in connection with the operation of their respective businesses. Table of Contents
(c) (i) The Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (ii) there is are no unfair labor practicecomplaints or lawsuits, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its SubsidiariesSubsidiaries brought by or on behalf of any applicant for employment, nor are there any material industrial current or trade disputes former employee or negotiations regarding a claim with any trade unionclass of the foregoing, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownrelating to any such laws, or work stoppage alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in effect or, to connection with the employment relationship.
(d) To the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither neither the Company nor any of its Subsidiaries has is liable for any liabilities under payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Worker Adjustment normal course of business and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to consistent with past practice). To the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual is a party to a conciliation agreement, consent decree or contingent liability in connection other agreement or order with any termination Governmental Authority.
(e) Each of employment the Company and its Subsidiaries is in compliance with WARN. To the knowledge of its employees the Company, since the Reference Date, (including redundancy paymentsi) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred effectuated a “plant closing” (as defined in WARN) affecting any liability for failure to provide information site of employment or to consult with employees under one or more facilities or operating units within any site of employment Laws. Neither or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has established been affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to trigger application of WARN. To the knowledge of the Company, neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.
(f) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries at Xxxxxxx level of 0 or 7 is in any respect in violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other material obligation: (i) with or to the Company or its Subsidiaries or (ii) to a European Works Councilformer employer relating (A) to the right to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. To the knowledge of the Company no employee of the Company or any of its Subsidiaries at Xxxxxxx level of 0 or 7 intends to terminate his or her employment.
Appears in 1 contract
Samples: Merger Agreement
Labor Matters. Except (a) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practices; (b) there are no actions, suits, claims or grievances pending or, to the extent imposed or implied by applicable foreign Law, as knowledge of the date hereofCompany or any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to, or bound by, to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union contract applicable to persons employed by the Company or labor organization. Except for such matters which have not hadits Subsidiaries, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of nor does the Company or any of its Subsidiaries, and, Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (iid) to the knowledge of the Company, there is are no union organizing effort pending labor disputes, strikes, slowdowns, work stoppages, lockouts, or threatened against threats thereof, by or with respect to any employees of, or consultants or independent contractors to, the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees . No employee of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesto the Company’s knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) terms and conditions in the case of employment and wages and hoursany key employee or group of key employees, (iii) unfair labor practices, and (iv) has given notice as of the Acquired Rights Directive and date of this Agreement to the Company or any similar international, foreign, national, state of its Subsidiaries that such employee or local law, and any information and consultation employee in a group of key employees intends to terminate his or similar obligation her employment with the Company. Neither the Company nor any of its Subsidiaries has any liabilities under material liability for (i) a plant closing, as defined in the Worker Adjustment and Retraining Retaining Notification Act of 1988, as amended (( the “WARN Act”), or (ii) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal lawsa mass layoff, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or defined in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsWARN Act. Neither the Company nor any of its Subsidiaries has established a European Works Councilis currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.
Appears in 1 contract
Samples: Merger Agreement (Drugmax Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as (i) As of the date hereofof this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries is a party to, to or otherwise bound by, any by a collective bargaining agreement (or other similar agreement or arrangement in any foreign country) Contract with employees, a labor union or labor organizationorganization (each, a “CBA”), (B) neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or that is seeking to compel the Company to bargain with any labor union or labor organization and, to the Knowledge of the Company, no such proceeding has been threatened in writing, and (C) there is no actual or, to the Knowledge of the Company, threatened, labor grievance, Action, labor arbitration, labor strike, walkout, work stoppage, slow-down, lockout or other material labor dispute affecting employees of the Company. Except for such matters which have not had, and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, (a) as of the date hereofof this Agreement, (i) there are no strikes none of the employees of the Company or lockouts any of its Subsidiaries is represented by a labor union or other labor organization with respect to any their employment with the Company or its Subsidiaries, and, to the Knowledge of the Company, since the Applicable Date, there have been no organizational efforts with respect to the formation of a collective bargaining unit or other labor organizing activities involving employees of the Company or any of its Subsidiaries, and, .
(ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the The Company and its Subsidiaries are and since the Applicable Date have been in compliance with all applicable Laws respecting (i) governing employment or labor, and employment practices, (ii) including all contractual commitments and all such Laws relating to terms and conditions of employment and wages and employment, wages, hours, worker classification (iii) unfair including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), collective bargaining, labor practicesrelations, employment harassment, discrimination or retaliation, whistleblowing, civil rights, equal opportunity, disability rights or benefits, safety and health, plant closures and layoffs (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under including the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, or any similar Laws (the “WARN Act”) or)), to the knowledge of the Companyemployee trainings and notices, any similar internationalemployee leave issues, foreignaffirmative action, nationalunemployment insurance and workers’ compensation, state or local lawin each case, including without limitation the Acquired Rights Directive and collective dismissal laws, except as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not aggregate reasonably be expected to havehave a Company Material Adverse Effect.
(iii) The Company and its Subsidiaries have promptly investigated all written allegations of sexual harassment against officers, individually directors or employees of the Company and its Subsidiaries. With respect to each such written allegation which, in the aggregateCompany’s determination, a Material Adverse Effect on the Companyhad potential merit, neither the Company nor any of or its Subsidiaries has incurred have taken prompt action that was reasonably calculated to prevent future improper action. The Company does not reasonably expect any actual or contingent liability in connection material liabilities with respect to any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilsuch written allegations.
Appears in 1 contract
Labor Matters. Except (a) No Group Company is a party to any collective bargaining agreement or other labor Contract applicable to persons employed by any Group Company. There are no representation proceedings, demands for recognition or petitions seeking a representation proceeding presently pending or, to the extent imposed Knowledge of the Company, threatened to be brought or implied filed, with the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the Knowledge of the Company, threatened within the last three (3) years. There is no organizing activity involving any Group Company pending or, to the Knowledge of the Company, threatened by applicable foreign Lawany labor organization or group of employees, and nor, to the Knowledge of the Company, has there been any such activity during the last three (3) years.
(b) There are no pending: (i) strikes, work stoppages, slowdowns, lockouts or arbitrations (nor have there been any strikes, work stoppages, slowdowns, lockouts or arbitrations within the last three (3) years); or (ii) grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Group Companies involving any employee of the Group Companies, in each case, that could reasonably be expected to result in any material liability. Except as set forth on Schedule 3.11(b), there are no charges, grievances or complaints, in each case, related to alleged unfair labor practices, pending or, to the Knowledge of the Company, threatened by or on behalf of any employee, former employee, or labor organization that could reasonably be expected to result in any material liability.
(c) To the Knowledge of the Company, as of the date hereof, neither none of the Company’s officers or key employees has given notice of any intent to terminate his or her employment with the Company nor in connection with the transactions contemplated by this Agreement. The Group Companies are in compliance in all material respects and, to the Knowledge of the Company, each of their employees and consultants are in compliance in all material respects, with the terms of any employment and consulting agreements between any Group Company and such individuals.
(d) Except as set forth on Schedule 3.11(d) of its Subsidiaries is a party tothe Disclosure Schedules, there are no complaints, lawsuits, actions, investigations, audits, charges or bound byclaims against the Group Companies pending or, to the Knowledge of the Company, threatened that could be brought or filed, by or with any collective bargaining agreement (Governmental Entity based on, arising out of, in connection with or similar agreement otherwise relating to the employment or arrangement in termination of employment or failure to employ by any foreign country) with employeesGroup Company, a labor union or labor organization. Except for such matters which have not had, and would not of any individual that could reasonably be expected to haveresult in any material liability. Each Group Company is in compliance in all material respects with all Applicable Laws respecting labor, employment and employment practices, including, but not limited to, all Applicable Laws concerning terms and conditions of employment, wages and hours, overtime, worker classification, the provision of meal and rest breaks and accurate wage statements, immigration, the Worker Adjustment and Retraining Notification (“WARN”) Act, and any similar state or local “mass layoff” or “plant closing” laws, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. No Group Company is liable for any arrears of wages or penalties with respect thereto, except in each case as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effect whole. Except as set forth on Schedule 3.11(d), there are no pending, or to the Knowledge of the Company, threatened Legal Proceedings against any Group Company by any employee in connection with such employee’s employment or termination of employment by such Group Company that could reasonably be expected to result in any material liability.
(ae) Except as set forth on Schedule 3.11(e) of the date hereofDisclosure Schedules, during the last three (3) years, (i) there are no strikes allegations of workplace sexual harassment, discrimination or lockouts with respect other similar misconduct have been made, initiated, filed or, to any employees the Knowledge of the Company, threatened in writing against any Group Company or any of its Subsidiariestheir respective current or former directors, andofficers or senior level management employees, (ii) to the knowledge Knowledge of the Company, there is no union organizing effort pending incidents of any workplace sexual harassment, discrimination or threatened against the other similar misconduct have occurred, and (iii) no Group Company has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other similar misconduct by any of its Subsidiaries; (b) there is no unfair labor practicetheir directors, labor dispute (other than routine individual grievances) officers or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage described in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting clause (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and hereof or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilindependent contractor.
Appears in 1 contract
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to any material Contract or arrangement between or applying to, one or bound bymore employees or other service providers in the United States and a union, trade union, works council, group of employees or any other employee representative body or labor-relations organization or entity (“Labor Organization”), for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). To the Knowledge of the Company, there are no pending, threatened or similar agreement reasonably anticipated material activities or arrangement proceedings anticipated by any Labor Organization to organize any such employees or other service providers. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with respect to any employees or other service providers of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees or other service providers of the Company or any of its Subsidiaries, except in any foreign country) with employeeseach case as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a labor union or labor organizationwhole. Except for such matters which have not had, and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, neither the CompanyCompany nor any of its Subsidiaries, (a) as nor to the Knowledge of the date hereofCompany any of their respective representatives or employees, (i) there are no strikes or lockouts has committed any unfair labor practice in connection with respect to any employees the operation of their respective businesses of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending charge, complaint or threatened other action against the Company or any of its Subsidiaries; Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending or to the Knowledge of the Company threatened.
(b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the The Company and its Subsidiaries are have complied in compliance all material respects with all applicable Applicable Laws respecting (i) employment and Orders relating to employment, employment practices, (ii) terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and as exempt or non-exempt for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment and wages and hours, (iii) unfair labor practices, meal and rest periods, immigration status, employee safety and health, wages (iv) the Acquired Rights Directive and or any similar internationalincluding overtime wages), foreign, national, state or local lawcompensation, and any information and consultation or similar obligation . Neither the Company nor any hours of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act work, other than instances of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company non-compliance that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsEffect. Neither the Company nor any of its Subsidiaries has established is a European Works Councilparty to any material conciliation agreement, settlement agreement, consent decree or other employment-related agreement or order with any Governmental Entity.
(c) Except as would not reasonably be expected to be material to the Company, each of the Company and its Subsidiaries is in compliance in all material respects with WARN or any related state laws.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Labor Matters. Except to as set forth in the extent imposed Disclosure Statement or implied by applicable foreign Law, as of for events that occur after the date hereof, neither hereof which are disclosed in writing by the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyiOwn, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending labor strike, dispute, slowdown, work stoppage or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding lockout pending or, to the knowledge of the Company, threatened against or affecting the Company and during the past three years, there has not been any such action; (b) there are no union claims to represent the employees of the Company, (c) the Company 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 its Subsidiariesthe Company; (d) none of the employees of the Company are represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company, nor are there to the knowledge of the Company does any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workersquestion concerning representation exist concerning such employees; (ce) to the knowledge of the Company, the Company is, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no slowdown, unfair labor practice charge or work stoppage in effect complaint against the Company pending or, to the knowledge of the Company, threatened with respect to any employees of before the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) National Labor Relations Board or, to the knowledge of the Company, any similar internationalcharges or complaints, foreignor facts which could give rise to a charge or complaint, national, state pending or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any action taken collective bargaining agreement or being contemplated other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date of this Agreement or amounts required to be taken reimbursed to such employees; (i) upon termination of the employment of any of the employees of the Company after the Closing, the Company will not be liable to any of its employees for severance pay; (j) the employment of each of the Company's employees is terminable at will without cost to the Company except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company has any right to be rehired by the Company prior to the Effective Time Company's hiring a person not previously employed by the Company; and (1) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company that have hadas of October 31, 1999, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or would reasonably be expected to have, present employee any sum in excess of $50,000 individually or $100,000 in the aggregate, a Material Adverse Effect on aggregate other than for accrued wages or salaries for the Company. Except as has not hadcurrent payroll period, and would not reasonably be expected amounts payable under Plans, Welfare Plans or Employee Benefit Plans. No employee owes any sum to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any in excess of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its $50,000, and all employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither together do not owe the Company nor any in excess of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council$100,000.
Appears in 1 contract
Samples: Merger Agreement (Iown Holdings Inc)
Labor Matters. Except (a) Since the Reference Date, (i) except as disclosed in Section 3.9 and Section 3.14 of the Company Disclosure Schedules, none of the Group Companies (A) has or has had any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalties, fines, interest, or other sums for failure to pay or delinquency in paying such compensation, and (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the extent imposed or implied normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable foreign LawLaw or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have has not had, and would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect on material Liability to the Group Companies.
(b) Since the Reference Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, (a) and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the date hereoftransactions contemplated by this Agreement.
(c) Except as disclosed in Section 3.14 of the Company Disclosure Schedules, (i) there no employees of any Group Company are no strikes represented by any labor union, labor organization, employee delegate or lockouts other employee collective group with respect to their employment, whether by way of certification, interim certification, voluntary recognition or succession rights, and there is no application pending, or to the Company’s knowledge threatened, for any labor union, labor organization, works council, employee delegate, representative or other employee collective group to be certified as the bargaining agent of any employees of any Group Company. Since the Reference Date, no Group Company is or has been engaged in any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending practice and there has been no actual or, to the knowledge Company’s knowledge, threatened unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, handbilling or other material labor disputes against or affecting any Group Company.
(d) Except as disclosed in Section 3.14 of the CompanyCompany Disclosure Schedules, threatened against the Company no employee layoff, facility closure or any of its Subsidiariesshutdown (whether voluntary or by Order), nor are there any reduction-in-force, temporary layoff, material industrial work schedule change or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownreduction in hours, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any other workforce changes affecting employees of the Company Group Companies has occurred since March 1, 2020 or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesis currently contemplated, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and planned or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local lawannounced, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of COVID-19 or any action taken Law, Order, directive, guideline or being contemplated to be taken prior to the Effective Time recommendation by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any termination material employment-related Liability with respect to or arising out of employment of its employees (including redundancy payments) COVID-19 or for failure any Law, Order, directive, guideline or recommendation by any Governmental Entity in connection with or in response to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilCOVID-19.
Appears in 1 contract
Samples: Business Combination Agreement (Genesis Growth Tech Acquisition Corp.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries is a party to, to any labor or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not hadagreement, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes labor or lockouts with respect collective bargaining agreements which pertain to any the employment by the Company or its Subsidiaries of their respective employees.
(b) No employees of the Company or any of its Subsidiaries, andin their capacity as such, (ii) are represented by any labor organization; no labor organization or group of employees of the Company or any Subsidiary has made a pending demand in writing for recognition or certification to the knowledge Company or any of its Subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or to the Knowledge of the Company, there is no union organizing effort pending threatened, to be brought or threatened against filed with the National Labor Relations Board or any other labor relations tribunal or authority relating to the Company or any of its Subsidiaries; (b) . To the Knowledge of the Company, there are no organizing activities involving the Company or any of its Subsidiaries pending with any labor organization or group of employees of the Company or its Subsidiaries. There is no unfair labor practicestrike, labor dispute (other than routine individual grievances) slowdown, work stoppage or labor arbitration proceeding lockout pending or, to the knowledge Knowledge of the Company, threatened against threatened, at any Restaurant operated by the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; .
(c) there is There are no slowdownmaterial unfair labor practice charges, grievances or work stoppage in effect complaints pending or, to the knowledge Knowledge of the Company, threatened with respect to by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries; and .
(d) There are no material complaints, charges, or claims against the Company and its Subsidiaries are or any Subsidiary pending, or to the Knowledge of the Company, threatened to be brought or filed, with any authority or arbitrator based on, arising out of, in compliance with all applicable Laws respecting (i) connection with, or otherwise relating to the employment and employment practices, (ii) terms and conditions or termination of employment and wages and hours, (iii) unfair labor practices, and (iv) of any individual by the Acquired Rights Directive and Company or any similar international, foreign, national, state of its Subsidiaries.
(e) There has been no event that has caused or local law, and any information and consultation or similar obligation . Neither required the Company nor or any of its Subsidiaries has any liabilities to issue a notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, or any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilLaw.
Appears in 1 contract
Samples: Stock Purchase Agreement (Restaurant Co of Minnesota)
Labor Matters. Except to (a) Section 4.17(a) of the extent imposed or implied by applicable foreign Law, Disclosure Schedules contains a complete and accurate list of all employees of the Company and each Subsidiary thereof as of the date hereofof this Agreement which for the calendar year 2012 will receive or are reasonably likely to receive more than One Hundred Thousand and 00/100 Dollars ($100,000.00) of cash compensation, neither showing the position, annual base salary and bonus potential for each such employee.
(b) Neither the Company nor any Subsidiary thereof is bound by or subject to (nor is any of its Subsidiaries is a party their assets or properties bound by or subject to) any written or oral, express or bound byimplied, any collective bargaining agreement (or similar agreement Contract, commitment or arrangement in with any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to the employment of any of their employees, and, to the Company's Knowledge, no labor union has requested or sought to represent any of the employees of the Company or any Subsidiary thereof. There is no, and during the past three (3) years there has not been any, strike, picketing of its Subsidiariesany nature, andlabor dispute, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company slowdown or any of its Subsidiaries; (b) there is no unfair labor practiceother concerted interference with normal operations, labor dispute (other than routine individual grievances) stoppage or labor arbitration proceeding pending orlockout, to in each case involving the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any Subsidiary thereof, nor to the Company's Knowledge, is any such strike, picketing of its Subsidiaries; any nature, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or threatened, nor does the Company have Knowledge of any labor organization activity involving employees of the Company or any Subsidiary thereof.
(c) To the Company's Knowledge, and except for employees or other service providers of the Company that are to be terminated in connection with the transactions contemplated by this Agreement, no officer or key employee or contractor, or any group of key employees or contractors, intends to terminate their employment or engagement with the Company or any Subsidiary thereof, nor does the Company or any Subsidiary thereof have a present intention to terminate the services of any of the foregoing. The employment of each officer and employee of the Company and each Subsidiary thereof is terminable at the will of the Company or the Subsidiary thereof, as applicable.
(d) the The Company and its Subsidiaries are each Subsidiary thereof has complied, and is in compliance compliance, in all material respects with all applicable Laws and regulations respecting (i) employment and labor, employment, fair employment practices, (ii) equal opportunity employment, work place safety and health, terms and conditions of employment and wages and hours. To the Company's Knowledge, the Company and each Subsidiary thereof is current in all material respects in its payments to its respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees or upon any termination of the employment of any such employee. None of the Company or its Subsidiaries has any material Liability or obligation to any current or former employee or independent contractor (iiiin their respective capacities as such) unfair labor practicesas a result of the transactions contemplated by this Agreement.
(e) Except as set forth on Section 4.17(e) of the Disclosure Schedules, neither the Company nor any Subsidiary thereof has received notice that any employment policies or practices are currently being audited or investigated, and, to the Company's Knowledge, the employment policies or practice of the Company or any Subsidiary thereof are not subject to audit or investigation by any Governmental Authority.
(f) Except as set forth on Section 4.17(f) of the Disclosure Schedules, neither the Company nor any Subsidiary thereof is subject to any affirmative action Liabilities or obligations under any Laws, including Executive Order 11246, and is not a government contractor for purposes of any Laws with respect to the terms and conditions of employment by government contractors, including the Service Contracts Act or prevailing wage laws.
(ivg) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries Subsidiary thereof has incurred any liabilities Liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988Act, as amended and the regulations promulgated thereunder (the “WARN Act”) or), to the knowledge of the Company, or any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment LawsLaw which remains unsatisfied. Neither the Company nor any Subsidiary thereof has taken any action that would constitute a “plant closing” or “mass layoff” within the meaning of its Subsidiaries has established a European Works Councilthe WARN Act or similar state or local applicable Law or regulation.
Appears in 1 contract
Labor Matters. (a) Except as set forth on Schedule 5.25(a): (i) the Company is not a party to the extent imposed any outstanding employment agreements or implied by applicable foreign Law, as contracts with officers or employees of the date hereofCompany that are not terminable at will, neither or that provide for the payment of any bonus or commission; (ii) the Company nor any of its Subsidiaries is not a party toto any agreement, policy or bound bypractice that requires it to pay termination or severance pay to salaried, non-exempt or hourly employees of the Company (other than as required by law); (iii) the Company is not a party to any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a other labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected contract applicable to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or nor does the Company know of any activities and proceedings of its Subsidiariesany labor union to organize any such employees; and (iv) the Company is not a party to any consulting agreements.
(b) Except as set forth on Schedule 5.25(b): (i) to the knowledge of the Company, andthe Company is in compliance with all applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment; (ii) to the knowledge of the Company, there is no union organizing effort unfair labor practice charge or complaint pending or threatened against before the Company or any of its SubsidiariesNational Labor Relations Board ("NLRB") relating to the Company; (biii) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownlabor strike, material slowdown or material work stoppage in effect oror lockout pending or threatened against or affecting the Company, and the Company has not experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to employees of the Company since 1995; (iv) to the knowledge of the Company, threatened with respect there is no representation claim or petition pending before the NLRB or any similar foreign agency and no question concerning representation exists relating to any the employees of the Company or any of its SubsidiariesCompany; and (dv) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, there are no charges with respect to or relating to the Company pending before the Equal Employment Opportunity Commission or any similar internationalstate, foreign, local or foreign agency responsible for the prevention of unlawful employment practices; and (vi) the Company has received no notice from any national, state state, local or local law, including without limitation foreign agency responsible for the Acquired Rights Directive and collective dismissal laws, as a result enforcement of any action taken labor or being contemplated employment laws of an intention to be taken prior to the Effective Time by conduct an investigation of the Company that have hadand no such investigation is in progress.
(c) The Company has heretofore delivered to Parent or its representative a list dated as of August 5, or would reasonably be expected to have1998 containing the name, individually or position, starting employment date, current annual salary and bonus and commissions in the aggregate, a Material Adverse Effect on 1997 of each current employee of the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mueller Industries Inc)
Labor Matters. (a) Except as disclosed on Section 5.11(a) of the XXXX Disclosure Letter, no XXXX Group Company is a party to or bound by any labor agreement, collective bargaining agreement, works council agreement or other similar labor Contract applicable to current or former employees of any XXXX Group Company. No employees of the XXXX Group Companies are represented by any labor union, labor organization, or works council with respect to their employment with the XXXX Group Companies. There are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the extent imposed Knowledge of XXXX, threatened in writing to be brought or implied filed, with the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the Knowledge of XXXX, threatened since the Reference Date. Since the Reference Date, there have been no labor organizing activities involving any XXXX Group Company or with respect to any employees of the XXXX Group Companies or, to the Knowledge of XXXX, threatened in writing by applicable foreign Lawany labor organization, work council or group of employees.
(b) Since the Reference Date, there have been no strikes, work stoppages, slowdowns, lockouts or arbitrations, material grievances, unfair labor practice charges or other material labor disputes pending or, to the Knowledge of XXXX, threatened in writing against or affecting the XXXX Group Companies involving any employee or former employee of, or other individual who provided services to, any XXXX Group Company.
(c) To the Knowledge of XXXX, as of the date hereof, neither no officer of any XXXX Group Company has given written notice to any XXXX Group Company of any intent to terminate his or her employment with such XXXX Group Company in connection with the consummation of the Transactions. The XXXX Group Companies are in compliance and, to the Knowledge of XXXX, each of their employees and consultants are in compliance, with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any XXXX Group Company nor any of its Subsidiaries is and such individuals, in each case except as would not be material to the XXXX Group Companies taken as a party whole.
(d) The Transactions contemplated by this Agreement will not require the consent of, or advance notification to, or bound byany works councils, any collective bargaining agreement (unions or similar agreement or arrangement in labor organizations with respect to employees of the XXXX Group Companies, except for where the failure to obtain such consent to make any foreign country) with employees, a labor union or labor organization. Except for such matters which have advance notifications has not had, had and would not reasonably be expected to have, individually or in the aggregate, a XXXX Material Adverse Effect Effect.
(e) To the Knowledge of XXXX, no written notice or written complaint from or on behalf of any current or former employee of, or other individual who provided services to, any XXXX Group Company has been received by any XXXX Group Company since the Reference Date asserting or alleging sexual harassment or sexual misconduct against any current or former officer or director of any XXXX Group Company, .
(af) Except as disclosed on Schedule 5.11(f) of the date hereofXXXX Disclosure Letter, (i) there are no strikes or lockouts with respect to any employees of since the Company or any of its Subsidiaries, and, (ii) to the knowledge of the CompanyReference Date, there is have been no union organizing effort pending material complaints, charges, investigations, claims or threatened other Legal Proceedings against the Company XXXX Group Companies filed or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of the CompanyXXXX, threatened against the Company that would be brought or any of its Subsidiariesfiled, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade unionGovernmental Entity based on, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdownarising out of, or work stoppage in effect orconnection with any labor and employment Legal Requirement, or employment practice of any XXXX Group Company. Since the Reference Date, no XXXX Group Company has received any notice of intent by any Governmental Entity responsible for the enforcement of labor and employment laws to the knowledge of the Companyconduct or initiate a material investigation, threatened with respect audit or Legal Proceeding relating to any employees employment or labor laws or employment practice of any XXXX Group Company. Each XXXX Group Company is, and has been since the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are Reference Date, in material compliance with all applicable Laws Legal Requirements respecting (i) employment and employment practices, (ii) including, to the extent applicable, all laws respecting terms and conditions of employment and employment, wages and hours, the WARN Act, collective bargaining, immigration and work eligibility, benefits, labor relations, harassment, discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health, workers’ compensation and COVID-19 protocols, guidance and regulations.
(iiig) unfair labor practicesThere has been no “mass layoff”, “plant closing” or other similar event under the WARN Act with respect to any XXXX Group Company since the Reference Date, and the Transactions contemplated herein will not prior to or through the Closing result in a “mass layoff” or “plant closing” or other similar event under the WARN Act. None of the XXXX Group Companies has implemented any layoffs or furloughs due to COVID-19.
(ivh) No XXXX Group Company is liable for any arrears of wages or penalties with respect thereto, except in each case as would not be material to the Acquired Rights Directive XXXX Group Companies taken as a whole. All amounts that the XXXX Group Companies are legally required to withhold from their employees’ wages and or to pay to any similar international, foreign, national, state or local lawGovernmental Entity as required by applicable Legal Requirements have been withheld and paid, and the XXXX Group Companies do not have any information outstanding obligations to make any such withholding or payment, other than (i) with respect to an open payroll period or (ii) as would not result in material liability to the XXXX Group Companies, taken as whole.
(i) Except as would not result in material liability to any XXXX Group Company, each Person who has provided or is providing services to any XXXX Group Company and consultation has been classified as an exempt employee, independent contractor, temporary employee, leased employee or similar obligation seasonal employee, as applicable, has been properly classified as such under all applicable Legal Requirements and pursuant to the terms of any XXXX Employee Benefit Plan. Neither None of the Company nor any of its Subsidiaries XXXX Group Companies has any liabilities material liability or obligation under the Worker Adjustment and Retraining Notification Act any applicable Legal Requirement or XXXX Employee Benefit Plan arising out of 1988improperly classifying such Person as an exempt employee, independent contractor, temporary employee, leased employee or seasonal employee, as amended applicable, and no such Person is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued during the current pay period and any accrued pay or benefits for services, which by their terms or under applicable Legal Requirements, are payable in the future).
(j) All current employees of the XXXX Group Companies primarily employed in the United States, if any, are employed “WARN Act”) or, at will.” No current or former individual service providers or employees have any nexus to the knowledge United States and accordingly none of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be XXXX Group Companies are expected to have, individually have any Liability with respect to current or former individual service providers or employees in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilUnited States.
Appears in 1 contract
Samples: Merger Agreement
Labor Matters. (a) Except as set forth on Schedules 2.14 - I, 2.15 or 2.24, (i) none of OSI nor any of the OSI Subsidiaries is bound by or subject to (and none of such entity’s assets or properties is bound by or subject to) any express or implied Contract with any labor union, labor organization or works council, and no employees are represented by any labor organization with respect to their employment with OSI or any of the OSI Subsidiaries; (ii) no labor union, labor organization or works council has requested or, to the extent imposed Knowledge of OSI, has sought to represent any of the employees or implied by applicable foreign Lawother representatives or agents of OSI or any of the OSI Subsidiaries; (iii) there is no strike, lockout, slowdown, work stoppage, material arbitration, material grievance or other labor dispute involving OSI or any of the OSI Subsidiaries pending, or to the Knowledge of OSI, threatened; and (iv) to the Knowledge of OSI, as of the date hereofof this Agreement, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes negotiations, demands or lockouts proposals which are presently pending or overtly threatened by or on behalf of any labor union with respect to any the unionizing of employees of OSI or any OSI Subsidiary.
(b) To the Company Knowledge of OSI, no officer of OSI or any of its the OSI Subsidiaries, andand no group of employees, independent contractors, consultants or agents, intends to terminate their employment or service with OSI or any of the OSI Subsidiaries, nor does OSI or any of the OSI Subsidiaries have a present intention to terminate the employment or service of any of the foregoing. Except as set forth on Schedule 2.24(b), the employment of each officer and employee of OSI and of any of the OSI Subsidiaries is terminable at the will of OSI or the OSI Subsidiaries, as applicable, with no requirement for the payment of a severance, termination or other comparable payment in connection therewith.
(iic) Except as set forth on Schedule 2.24(c), to the knowledge Knowledge of OSI, each of OSI and the CompanyOSI Subsidiaries have at all times since January 1, 2004 properly classified, under applicable Law, each of its employees as employees, and each of its independent contractors as independent contractors, and has treated each person classified by it as an employee or independent contractor consistently with such status. Except as set forth on Schedule 2.24(c), there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding Litigation pending or, to the knowledge Knowledge of the CompanyOSI, threatened against the Company OSI or any of its Subsidiariesthe OSI Subsidiaries challenging the classification of any person as an employee or an independent contractor, nor are there including any material industrial claim for unpaid benefits, for or trade disputes on behalf, any such person.
(d) To the Knowledge of OSI, no employee, independent contractors, consultant or negotiations regarding a claim with any trade union, group or organization agent of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company OSI or any of its Subsidiaries; and (d) the Company and its OSI Subsidiaries are in compliance with all applicable Laws respecting (i) is in violation of any material term of any employment and employment practicesagreement, consulting agreement, nondisclosure agreement, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation of any such employee or consultant relating to the right of such employee, independent contractor, consultant or agent to be employed by OSI or any of the OSI Subsidiaries, or (ii) terms and conditions is subject to any judgment that would interfere with the use of employment and wages and hourshis or her best efforts to promote the interests of OSI or the OSI Subsidiaries or that would conflict with their conduct of business as currently conducted.
(e) Prior to the Closing, (iii) unfair labor practicesOSI shall promptly notify, and (iv) shall cause the Acquired Rights Directive and OSI Subsidiaries to promptly notify, Buyer upon Knowledge by OSI or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge an OSI Subsidiary of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result occurrence of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or matter referenced in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilthis Section 2.24.
Appears in 1 contract
Samples: Merger Agreement (NCO Group, Inc.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither (a) Neither the Company nor any of its Subsidiaries has any employees on its payroll.
(b) Neither the Company nor any of its Subsidiaries, or with respect to the Company or its Subsidiaries, any of the Vantage Sellers or any of their Affiliates, is a party to, or bound by, to any collective bargaining agreement (or similar other agreement or arrangement in with any foreign country) with employees, a labor union or labor organizationsimilar representative of employees. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are There is no strikes or lockouts with respect to any pending union representation petition involving employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, and there is no union organizing effort pending or, to the Company’s knowledge, threatened material activity or threatened proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(c) There is no material unfair labor practice, charge or material grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance proceeding against the Company or any of its Subsidiaries; , or with respect to the Company and its Subsidiaries, any of the Vantage Sellers or any of their Affiliates, pending, or, to the knowledge of the Company, threatened.
(bd) there There is no unfair labor practicestrike, labor dispute dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company, threatened, against or involving the Company or any of its Subsidiaries.
(other than routine individual grievancese) The Company and its Subsidiaries, and with respect to the Company and its Subsidiaries, any of the Vantage Sellers or labor arbitration proceeding any of their Affiliates are in compliance in all material respects with all applicable Laws respecting employment and employment practices, and, as of the date of this Agreement, there are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practicesSubsidiaries, (ii) terms and conditions any of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and Vantage Sellers or any similar internationalof their Affiliates, foreignby or on behalf of any applicant for employment, nationalany current or former employee or any class of the foregoing, state or local law, and any information and consultation or similar obligation . Neither the Company nor relating to any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988foregoing applicable Laws, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result alleging breach of any action taken express or being contemplated to be taken prior to implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the Effective Time by the Company employment relationship, other than any such matters described in this sentence that have had, or not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect on Effect. Neither the Company. Except as Company nor any of its Subsidiaries or with respect to the Company and its Subsidiaries, any of the Vantage Sellers or any of their Affiliates, has not hadreceived any written notice of the intent of the Equal Employment Opportunity Commission, and the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation that has had or would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works CouncilEffect.
Appears in 1 contract
Labor Matters. Except (a) Section 3.16 of the Company Disclosure Schedule sets forth the following information (to the extent imposed or implied by applicable foreign Law, applicable) with respect to each employee of the Company and its Subsidiaries whose salary as of the date hereofof this Agreement is in excess of $100,000 (or approximate equivalent in foreign currency as of the date of this Agreement) per year (including each such employee on leave of absence or layoff status, the name, job title and current salary paid or payable to such employee. Except as set forth in Section 3.16 of the Company Disclosure Schedule, there is no collective bargaining agreement in effect between the Company or any Subsidiary of the Company and any labor unions or organizations representing any of the employees of the Company and its Subsidiaries. Since January 1, 2004, neither the Company nor any Subsidiary of the Company has experienced any organized slowdown, work interruption strike or work stoppage by its employees, and, to the Knowledge of the Company, there is no strike, labor dispute or union organization activities pending or threatened affecting the Company or its Subsidiaries.
(b) Except as set forth in Section 3.16 of the Company Disclosure Schedule, the employment of each employee of the Company who earns as of the date of this Agreement in excess of $100,000 per year is terminable at the will of the Company. Except as set forth in Section 3.16 of the Company Disclosure Schedule, to the Knowledge of the Company, no key employee of the Company or its Subsidiaries intends to terminate his or her employment with the Company or its Subsidiaries. To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is a party to, or is otherwise bound by, any collective bargaining agreement (agreement, including any confidentiality, non competition or similar agreement proprietary rights agreement, between such employee and any Person other than the Company or arrangement in any foreign country) with employees, a labor union its Subsidiaries that materially adversely affects or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in will affect the aggregate, a Material Adverse Effect on the Company, (a) performance of that employee’s duties as of the date hereof, (i) there are no strikes or lockouts with respect to any employees an employee of the Company or any of its Subsidiaries, and, (ii) to Subsidiaries following the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; Closing.
(c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the The Company and its Subsidiaries are are, and since January 1, 2004, have been, in compliance in all material respects with all applicable Laws respecting (i) Legal Requirements regarding employment and employment practices, (ii) terms and conditions of employment and employment, wages and hours, (iii) anti-discrimination and occupational health and safety, including laws concerning unfair labor practicespractices within the meaning of Section 8 of the National Labor Relations Act, as amended, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any employment of its Subsidiaries has any liabilities non-residents under the Worker Adjustment Immigration Reform and Retraining Notification Control Act of 19881986, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Councilamended.
Appears in 1 contract
Samples: Merger Agreement (Clarcor Inc)
