Labor Relations; Compliance. (a) No Dy 4 Entity has been nor is a party to any collective bargaining or other labor contract. There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, there is not Threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, (ii) any Action against or affecting a Dy 4 Entity relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or (iii) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entity, and no such action is contemplated by a Dy 4 Entity. Each Dy 4 Entity has complied in all material respects with all Laws relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxes, occupational safety and health, and plant closing in each case with respect to their current and former employees. No Dy 4 Entity is liable for the payment of any material compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing Laws. (b) No notice has been received by Dy 4 Systems nor, to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board. (c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business). (d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Acquired Company has been nor or is a party to any collective bargaining or other labor contractagreement. There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledgethe Knowledge of Quiksilver, there is not Threatened, (ia) any strike, slowdown, picketing, or work stoppage, or employee grievance process, (iib) any Action Proceeding against or affecting a Dy 4 Entity any Acquired Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity any of the Acquired Companies or its their premises, except as would not result in material liability to the Dy 4 Entities, or (iiic) any activities or Proceedings initiated by or requested of any labor union to organize any employees of any Acquired Company or any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entity, and no such action is contemplated by a Dy 4 Entity. Each Dy 4 Entity Acquired Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity Acquired Company is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing Laws.
(b) Legal Requirements. No notice Acquired Company has been received by Dy 4 Systems nora current employee who is on a legally protected leave of absence, or former employees with a legal or contractual right to reinstatement. No Acquired Company has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. Each of the Acquired Companies has complied with all obligations to provide information to and/or consult with any employee, employee representative, works counsel or trade union in relation to the knowledge transactions contemplated hereby including the works’ council (comité d’entreprise) of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations boardRiviera SNC.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Since January 1, 2004, neither Seller nor XCEL Japan has been nor or is a party to any collective bargaining agreement or other labor contract. Contract relating to the Business, and no labor union or employee organization has been certified or recognized as the collective bargaining representative of any Employee.
(b) Since the enactment of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) the Business has not effectuated (A) 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 Business; or, (B) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Business; nor has the Business been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.
(c) There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, the Knowledge of Seller there is not Threatened, any of the following with respect to the Business:
(i) any formal union organizing campaigns or representation proceedings;
(ii) any application for certification of a collective bargaining agent;
(iii) any strike, slowdown, picketing, work stoppage, or employee grievance process, ; or
(iiiv) any Action against or affecting a Dy 4 Entity relating to the Proceeding involving an alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, or other labor or employment dispute or claim against or affecting the Business or its premises, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor, the Department of Justice, a state or federal court, or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or Body.
(iiid) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledgeKnowledge of Seller, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entitythe Business, and no such action is contemplated by a Dy 4 Entity. the Business.
(e) Each Dy 4 Entity of Seller (solely with respect to the Digitran Business) and XCEL Japan has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, fair employment practices, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, unemployment compensation, collective bargaining, the payment and withholding of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case or mass layoff notices. Neither Seller (solely with respect to their current and former employees. No Dy 4 Entity the Digitran Business) nor XCEL Japan is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, interest, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing LawsLegal Requirements.
(bf) No notice has been received by Dy 4 Systems nor, Neither Seller (solely with respect to the knowledge Digitran Business) nor XCEL Japan has failed to pay when due any wages, bonuses, commissions, benefits, penalties or assessments or other monies that are material in amount, owed to, or arising out of Sellers the employment of or any Dy 4 Entityrelationship or arrangement with, has any complaint been Threatened officer, director, employee, sales representative, contractor, consultant or filed other agent, except where such failure to pay is the result of a bona fide good faith dispute by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated it regarding the Employment Standards Act (Ontario) existence of or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or amount of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations boardsuch payment obligation.
(cg) There are Within the five (5) years prior to the Closing Date, there have been no outstanding orders or charges filed or, to the knowledge Knowledge of Sellers' Seller, Threatened, citations, investigations, audits, administrative proceedings, charges, or complaints of violations of any federal, state or local employment laws with respect to the Business. This includes, without limitation, any audits or investigations conducted by the Department of Labor, the Equal Employment Opportunity Commission, the Department of Justice or any Dy 4 Entityother Governmental Body, potential or Threatened orders or charges against Dy 4 Systems under regarding compliance with any of the Occupational Health and Safety following:
(i) the Fair Labor Standards Act (Ontario) (or any other wage and hour laws;
(ii) Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, or any other laws prohibiting employment discrimination; and
(iii) the Fair Employment & Housing Act or any other applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business)state or local laws governing employment.
(dh) All complaintsSeller does not have any Knowledge of any basis on which any current employee, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant any employee whose employment with the Business terminated for any reason during the three years prior to the Workers' Compensation Act (Ontario) and/or Closing Date, could claim failure to pay the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systemsminimum wage, and Dy 4 Systems has not been reassessed oror failure to pay overtime wages where applicable, or failure to its knowledge, Threatened with any assessment under any such legislation except such as have been resolvedpay all wages when due.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Each of the Acquired Employees is employed by the Company. Part 3.20 of the Disclosure Schedule sets forth respecting each Acquired Employee (including any Acquired Employee who is on an approved leave of absence): (i) the name and title of the Acquired Employee; (ii) the aggregate dollar amounts of the compensation (including wages, salary, commissions, fringe benefits, bonuses, matching or profit-sharing contributions and other payments or benefits of any type) received by the Acquired Employee from the Company for the one-year period ending February 28, 2014; and (iii) the aggregate dollar amount of vacation, sick and other paid time off that each Acquired Employee has been accrued as of February 28, 2014. Neither the Company, Seller nor McClatchy is a party to or bound by, and has never been a party to or bound by, any written employment contract or any union contract, collective bargaining agreement or similar contract respecting any Acquired Employee. The employment of each of the Acquired Employees is terminable at will and no Acquired Employee is entitled to severance pay or other labor contract. There has not beenbenefits following termination for cause or resignation, there is not presently pending or existingexcept as otherwise provided by applicable Legal Requirements, and provided that the parties acknowledge that the Company’s current practice is to Sellers' offer severance benefits to Business Employees under certain circumstances, including to those whose positions are eliminated and who are offered a non-comparable position (as defined by a reduction in pay or any Dy 4 Entity's knowledgehours of more than 20%).
(b) There is no Proceeding pending or, there is not Threatenedto Seller’s Knowledge, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, (ii) any Action Threatened against or affecting a Dy 4 Entity the Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity the Company or its premises. To Seller’s Knowledge, except as would not result in material liability to the Dy 4 Entities, or (iii) any there has been no application for certification of a collective bargaining agent. To Except for such matters which would not have a Material Adverse Effect, the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entity, and no such action is contemplated by a Dy 4 Entity. Each Dy 4 Entity Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity Acquired Employee is liable for the payment of a party to, or is otherwise bound by, any agreement or arrangement with Company, Seller or McClatchy, including any confidentiality, noncompetition or proprietary rights agreement, that in any material compensation, damages, Taxes, fines, penalties, way adversely affects or other amounts, however designated, for failure to comply in all material respects with any will affect the performance of his duties as an employee of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems nor, to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) Company or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or ability of the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, Company to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations boardconduct its business.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Part 4.19 of the Disclosure Letter contains a complete list of any collective bargaining Contract to which any Acquired Company has been nor a party since January 1, 1994 or is a party. Each applicable Acquired Company is in full compliance with and has performed all of its obligations under, all collective bargaining Contracts to which it is a party to or by which it is bound.
(b) Except as set forth on Part 4.19 of the Disclosure Letter,
(i) No grievance or arbitration proceeding arising out of or under any collective bargaining Contracts is pending or other labor contract. There has been Threatened and to the Knowledge of the Acquired Companies no basis for any such grievance or arbitration proceeding exists;
(ii) Since January 1, 1994 there has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, there is not presently Threatened, :
(iA) any strike, slowdown, picketing, or work stoppage, or employee grievance process, ,
(iiB) any Action Proceeding against or affecting a Dy 4 Entity any Acquired Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Occupational Safety and Health Administration or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or or
(iiiC) any application for certification of a collective bargaining agent. agent or, to the Knowledge of the Acquired Companies, any union organizing activity against or affecting any Acquired Company.
(c) To the Sellers' or any Dy 4 Entity's knowledgeKnowledge of the Acquired Companies, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. dispute other than business conditions generally.
(d) There is no lockout of any employees by a Dy 4 Entityany Acquired Company, and no such action is contemplated by a Dy 4 Entity. any Acquired Company.
(e) Each Dy 4 Entity Acquired Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity Acquired Company is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing LawsLegal Requirements.
(bf) No notice has been received by Dy 4 Systems norContract imposes restrictions on any Acquired Company from relocating or closing any of its facilities or requires prior notice, consultation or bargaining in connection therewith in addition to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolvedrestrictions imposed by law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eagle Picher Technologies LLC)
Labor Relations; Compliance. (a) No Dy 4 Entity Acquired Company has been nor or is a party to any collective bargaining or other labor contractContract. There Since January 1, 2000, there has not been, there is not presently pending or existing, and and, to the Company’s or Sellers' or any Dy 4 Entity's knowledge’ Knowledge, there is not Threatened, (ia) any strike, slowdown, picketing, work stoppage, or employee grievance process, (iib) except as set forth in Part 3.21 of the Disclosure Letter, any Action Proceeding against or affecting a Dy 4 Entity any Acquired Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity any of the Acquired Companies or its their premises, except as would not result in material liability to the Dy 4 Entities, or (iiic) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no No event has occurred or circumstance exists that could is reasonably likely to provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entityany Acquired Company, and no such action is contemplated by a Dy 4 Entityany Acquired Company. Each Dy 4 Entity Acquired Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity Acquired Company is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. Each of the Acquired Companies is in compliance in all material respects with any all Workers’ Compensation Laws. All pending claims under each Workers’ Compensation Law are set forth in Part 3.21 of the foregoing LawsDisclosure Letter.
(b) No notice has been received by Dy 4 Systems nor, to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Neither the Company nor any of its Subsidiaries has been nor is currently a party to any collective bargaining agreement or other similar labor contractunion Contract. There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, the Knowledge of the Company there is not Threatenedthreatened, (ia) any strike, slowdown, picketing, or work stoppage, or employee grievance process, (iib) any Action Proceeding against or affecting a Dy 4 Entity the Company or any of its Subsidiaries relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity the Company, any of its Subsidiaries or its premises, except as would not result in material liability to the Dy 4 Entities, or (iiic) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledgeKnowledge of the Company, no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entitythe Company or any of its Subsidiaries, and no such action is contemplated by a Dy 4 Entitythe Company or any of its Subsidiaries. Each Dy 4 Entity of the Company and its Subsidiaries has materially complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity Neither the Company nor any of its Subsidiaries is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems nor, to Legal Requirements. There is no currently pending unresolved dispute between the knowledge of Sellers Company or any Dy 4 Entityof its Subsidiaries and any individual formerly employed by Globerian Inc. or Globerian India Pvt. Ltd. (collectively, has “Globerian”); and the transition of each employee of Globerian to e4e Healthcare Business Solutions Private Limited, Chennai complied with all Legal Requirements and neither the Company nor any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required Subsidiaries could reasonably be expected to be paid by Dy 4 Systems pursuant liable for any statutory dues related to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolvedemployee transition.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity To the Seller’s Knowledge, except for Rxxxxx X. Xxxxxxxx, Xx. and Rxxxxxx X. Xxxxxxxx, no key employee and no group of employees of Seller has been nor is a party any plans to terminate or modify his or her status as an employee of the Business, including upon consummation of the transactions contemplated hereby. Except as set forth on the Schedule 4.11, there are no Proceedings pending or, to the Seller’s Knowledge, threatened against Seller with respect to or by any employee or former employee of the Business and, to the Seller’s Knowledge, there are no Proceedings pending or threatened against any employees or former employee of the Business. Seller has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining or other labor contractdisputes. There Seller has not been, there is not presently pending or existing, and to Sellers' or engaged in any Dy 4 Entity's knowledge, there is not Threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, (ii) any Action against or affecting a Dy 4 Entity relating to the alleged violation of any Law pertaining to unfair labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or (iii) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputepractices. There is no lockout collective bargaining agreement or relationship with any labor organization, and, to the Seller’s Knowledge, there are no organizational efforts presently made or threatened by or on behalf of any labor union with respect to the Business.
(b) Schedule 4.11(b) contains a true, complete and accurate list of each of Seller's employees employed in the Business as of the date of this Agreement, including all active employees and any other employees, including employees inactive as of the date of this Agreement for any reason (including as a result of layoff, leave of absence, disability, illness or injury) (each such Person, a “Business Employee”), and with respect to each such Business Employee as of the date hereof, his or her date(s) of hire by a Dy 4 EntitySeller, position and title (if any), current rate of compensation (including bonuses, commissions and incentive compensation, if any), whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment.
(c) The Seller has not implemented any plant closing or layoff of employees that could implicate the WARN Act, and no such action is contemplated by a Dy 4 Entity. Each Dy 4 Entity has complied in all material respects with all Laws relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxes, occupational safety and health, and plant closing in each case with respect to their current and former employees. No Dy 4 Entity is liable for the payment of any material compensation, damages, Taxes, fines, penalties, will be implemented on or other amounts, however designated, for failure to comply in all material respects with any of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems nor, prior to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, Closing without advance notification to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations boardBuyer.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity has been nor Except as set forth in Schedule 3.19, none of the Applicable Representation Entities is a party to or bound by any collective bargaining agreement, and there are no other labor unions, work councils or other labor contractorganizations representing or, to the Knowledge of the Seller, purporting or attempting to represent any employee of any of the Applicable Representation Entities. There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, there is not Threatened, (i) any No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any current employee grievance processof any of the Applicable Representation Entities is currently ongoing or, (ii) any Action against or affecting a Dy 4 Entity relating to the alleged violation Knowledge of the Seller, currently threatened, nor has there been any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with such activity within the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or (iii) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entity, and no such action is contemplated by a Dy 4 Entitylast three years. Each Dy 4 Entity has of the Applicable Representation Entities have complied in all material respects with all Laws applicable provisions of applicable Legal Requirements pertaining to the employment or termination of employment of any Person, including, without limitation, all such applicable Legal Requirements relating to labor relations, equal employment, fair employment practices, terms entitlements, prohibited discrimination, immigration status, Tax information reporting, employment and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxes, occupational safety and health, and plant closing in each case with respect to their current and former employees. No Dy 4 Entity is liable for the payment of any material compensation, damages, Taxes, fines, penalties, withholding Taxes or other amountssimilar employment practices or acts. There is no unfair labor practice, however designated, for failure to comply in all material respects with any of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems nor, to the knowledge of Sellers charge or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders or charges Proceeding pending or, to the knowledge Knowledge of Sellers' the Seller, threatened against any of the Applicable Representation Entities before the National Labor Relations Board or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required similar Governmental Body. Except as would not reasonably be expected to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries have a material adverse effect on the Business) have been paid by Dy 4 Systemsbusiness, assets, properties, financial condition or prospects of the Applicable Representation Entities, taken as a whole, and Dy 4 Systems none of the Applicable Representation Entities is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. None of the Applicable Representation Entities has not been reassessed orclosed any plant or facility or implemented any early retirement, to its knowledgeseparation or window program within the past three years, Threatened with any assessment under and none of the Applicable Representation Entities planned or announced any such legislation except such as have been resolvedaction or program for the future.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Except as set forth in Part 3.21 to the Disclosure Letter, since inception the Company has not been nor or is a party to any collective bargaining or other labor contractContract. There Since inception there has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledgeKnowledge, there is not Threatened, (ia) any strike, slowdown, picketing, work stoppage, or employee grievance process, (iib) any Action Proceeding against or affecting a Dy 4 Entity the Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental AuthorityBody, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity the Company or its premises, except as would not result in material liability to the Dy 4 Entities, or (iiic) any application for certification of a collective bargaining agent. Local 208, since assumed by Local 5 International Association of Heat and Frost Insulators and Asbestos Workers and Local 000 Xxxxxxxx Xxxxxxxxxxxxx Xxxxx xx Xxxxx Xxxxxxx is prepared to execute a collective bargaining agreement with the Company in the form and substance of such agreement previously delivered by Sellers to Buyer . To the Sellers' or any Dy 4 Entity's knowledgeKnowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entitythe Company, and no such action is contemplated by a Dy 4 Entitythe Company. Each Dy 4 Entity To the Sellers' Knowledge, the Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing in each case with respect to their current and former employeesclosing. No Dy 4 Entity The Company is not liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems norLegal Requirements, to except for as set forth on the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operatesOctober Balance Sheet, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries set forth on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolvedFinal October Balance Sheet.
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity has been nor is a party to any collective bargaining or other labor contract. There has not been, there is not presently pending or existing, and to Sellers' or any Dy 4 Entity's knowledge, there is not Threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, (ii) any Action against or affecting a Dy 4 Entity relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or (iii) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by a Dy 4 Entity, and no such action is contemplated by a Dy 4 Entity. Each Dy 4 Entity Vanguard Company has complied in all material respects with all Laws Legal Requirements that are applicable thereto relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxes, Taxes and occupational safety and health, and plant closing in each case with respect to their current and former employees. No Dy 4 Entity Vanguard Company is liable for the payment of any material compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply in all material respects with any of the foregoing LawsLegal Requirements.
(b) No notice Except as disclosed in Item 3.16(a) of the Vanguard Disclosure Schedule, (i) no Vanguard Company has been received by Dy 4 Systems norbeen, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) there has not been, there is not presently pending or existing, and to the Knowledge of the Vanguard Companies and the Vanguard Stockholders there is not threatened, any slowdown, work stoppage or employee grievance process involving any Vanguard Company; (iii) to the Knowledge of the Vanguard Companies and the Vanguard Stockholders, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the knowledge Knowledge of Sellers the Vanguard Companies and the Vanguard Stockholders, threatened against or affecting any Dy 4 EntityVanguard Company, has any complaint been Threatened Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or filed by employment matters, and there is no organizational activity or other labor dispute against or affecting any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) Vanguard Company or the Human Rights Code Facilities; (Ontariov) no application or petition for an election of or for certification of a collective bargaining agent is pending; and (vi) to the Knowledge of the Vanguard Companies and the Vanguard Stockholders there has been no charge of discrimination filed against or threatened against any applicable employee or human rights Vanguard Company with the Equal Employment Opportunity Commission or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations boardGovernmental Body.
(c) There are no outstanding orders No Vanguard Company is delinquent in payments to any of its employees or charges orconsultants for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the knowledge of Sellers' date or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties amounts required to be paid by Dy 4 Systems pursuant reimbursed to the Workers' Compensation Act (Ontario) and/or the Workplace Safety and Insurance Act (Ontario) (and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved.employees or consultants,
Appears in 1 contract
Labor Relations; Compliance. (a) No Dy 4 Entity Except as set forth in Seller's Disclosure Schedule, since January 1, 1995, no Acquired Company has been nor or is a party to any collective bargaining agreement. Except as set forth in Seller's Disclosure Schedule and save for such exceptions as would not individually or other labor contract. There collectively have a Material Adverse Effect, since January 1, 1995, there has not beenbeen and there is not presently existing (i) any strike or work stoppage, or any organizational activity with respect to non-unionized Employees or Transferred Employees, and to the Knowledge of Seller, no such action is contemplated, or (ii) any petition for a union election, demand for recognition or request for voluntary recognition by a collective bargaining agent. Except as set forth in Seller's Disclosure Schedule, and save for such exceptions as would not individually or collectively have a Material Adverse Effect, there is not presently pending or existing, and to Sellers' or existing any Dy 4 Entity's knowledge, there is not Threatened, (i) Proceeding against any strike, slowdown, picketing, work stoppage, or employee grievance process, (ii) any Action against or affecting a Dy 4 Entity Acquired Company relating to the alleged violation of any Law Legal Requirement pertaining to labor relations or employment matters, matters (including any charge or complaint filed by an employee Employee or Transferred Employee or union with any court, the National Labor Relations Board, the National Mediation Board, the Equal Employment Opportunity Commission, the Department of Labor or any comparable Governmental Authority, organizational activity, or other labor or employment dispute against or affecting a Dy 4 Entity or its premises, except as would not result in material liability to the Dy 4 Entities, or (iii) any application for certification of a collective bargaining agent. To the Sellers' or any Dy 4 Entity's knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputeBody). There is no lockout of any employees Employees by a Dy 4 Entityany Acquired Company, and to the Knowledge of Seller, no such action is contemplated by any Acquired Company. Except as set forth in Seller's Disclosure Schedule and save for such exceptions as would not individually or collectively have a Dy 4 Entity. Each Dy 4 Entity Material Adverse Effect, each Acquired Company has complied in all material respects with all Laws Legal Requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of withholding, social security and similar Taxestaxes, occupational safety and health, and plant closing closing. The representations and warranties of Seller contained in each case with respect to their current and former employeesthis Section 3.o. No Dy 4 Entity is liable for the payment of any material compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply in constitute all material respects with any of the foregoing Laws.
(b) No notice has been received by Dy 4 Systems nor, representations and warranties of Seller concerning matters relating to the knowledge of Sellers or any Dy 4 Entity, has any complaint been Threatened or filed by any Dy 4 Systems employee which has not been resolved claiming that Dy 4 Systems has materially violated the Employment Standards Act (Ontario) or the Human Rights Code (Ontario) or any applicable employee or human rights or similar legislation in this or the other jurisdictions in which Dy 4 Systems operates, or of any complaints or proceedings which might not have been resolved, of any kind involving Dy 4 Systems, to the Sellers' or Dy 4 Systems' knowledge, after due inquiry, by any Dy 4 Systems employee before any labor relations board.
(c) There are no outstanding orders and will not be construed or charges or, to the knowledge of Sellers' or any Dy 4 Entity, potential or Threatened orders or charges against Dy 4 Systems under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which Dy 4 Systems carries on its Business).
(d) All complaints, appeals, premiums, levies, assessments and penalties required deemed to be paid by Dy 4 Systems pursuant to the Workers' Compensation Act (Ontario) and/or the Workplace Safety included in other, more general representations and Insurance Act (Ontario) (warranties, including without limitation those contained in Sections 3.i. and any applicable workers' compensation legislation in the other jurisdictions in which Dy 4 Systems carries on the Business) have been paid by Dy 4 Systems, and Dy 4 Systems has not been reassessed or, to its knowledge, Threatened with any assessment under any such legislation except such as have been resolved3.j.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aerolink International Inc)
