Labor Relations; Employees Sample Clauses
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Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole.
(b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole.
(c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfai...
Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is 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 date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, la...
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries is, and has been since the date that is three (3) years preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since the date that is three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practice...
Labor Relations; Employees. Schedule 2.17 hereto lists all employees of any WFI Entity with either (i) an annual base salary in excess of US$150,000 or (ii) employed under terms of written employment agreements that are not terminable upon giving reasonable notice in accordance with applicable law that provide for severance, change of control or other similar compensation materially in excess of the amounts that would otherwise be payable to such employee under applicable statutes or at common law. Except as listed on Schedule 2.17, no WFI Entity is bound by a change of control provision or change of control agreement in respect of any employee of a WFI Entity. Except as set forth on Schedule 2.17 hereto, (a) no WFI Entity is delinquent in payments to any of its employees, for any wages, salaries, commissions, bonuses or other compensation for any services performed through the date hereof or amounts required to be reimbursed by them through the date hereof, (b) each WFI Entity is in material compliance with all applicable Canadian and non-Canadian federal, provincial, state and local laws, rules and regulations respecting employment, employment practices, occupational health and safety, workers' compensation, pay equity, labor, terms and conditions of employment and wages and hours, (c) except as listed on Schedule 2.17, no WFI Entity is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the WFI Entities, has sought to represent any of the employees, representatives or agents of any WFI Entity, or has bargaining rights in respect of any of the employees, representatives or agents of the WFI Entities, (d) there is no labor strike, dispute, slowdown or stoppage actually pending, or, to the knowledge of the WFI Entities, threatened against or involving any WFI Entity, and (e) other than as set forth on Schedule 2.17, to the knowledge of the Corporation, no salaried key employee has any plans to terminate his or her employment with any WFI Entity.
Labor Relations; Employees. (a) No FCB Company is the subject of any Litigation asserting that it or any other FCB Company has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state Law) or seeking to compel it or any other FCB Company to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving any FCB Company, pending or threatened, nor to its Knowledge, is there any activity involving any FCB Company’s employees seeking to certify a collective bargaining unit or engaging in any other organization activity. Each FCB Company is and has been in compliance with all Employment Laws, except for violations that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FCB.
(b) Schedule 5.13(b) contains a true and complete list showing the names and current annual salaries of all current executive officers of each of the FCB Companies and lists for each such person the amounts paid, payable or expected to be paid as salary, bonus payments and other compensation for 2002, 2003 and 2004. Schedule 5.13(b) also sets forth the name and offices held by each officer and director of each of the FCB Companies.
Labor Relations; Employees. (a) (i) The Company is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company. There has been no labor organization activity involving any employees of the Company. There is no pending, and since the Lookback Date there has been, no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, or other material labor dispute against or affecting the Company, and, to the knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) The Company is, and since the Lookback date has been, in compliance in all material respects with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) Since the Lookback Date, the Company has not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material 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, (iv) written or, to the knowledge of t...
Labor Relations; Employees. (a) Except as set forth on Section 3.16(a) of the Company Disclosure Letter, (i) the Company is not a party to or bound by any collective bargaining agreement, or any similar agreement with any labor union, works council, or employee representative organization, (ii) no such agreement is being negotiated by the Company, and (iii) no labor union, works council, or any other employee representative body has requested or, to the Knowledge of the Company, has sought to represent any of the employees of the Company. To the Knowledge of the Company, there has been no labor organization activity involving any employees, workers, or independent contractors of the Company. There is not currently any pending, nor to the Knowledge of the Company, threatened or reasonably anticipated: (A) strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company; (B) unfair labor practice charge or complaint against the Company before the National Labor Relations Board or any other similar Governmental Authority; or (C) complaint, grievance, or arbitration arising out of any collective bargaining agreement, or any similar agreement with any labor union, works council, or employee representative organization. No notice, consent or consultation obligations with any labor union, works council, or employee representative organization will be a condition precedent to, or required or triggered by, the execution of this Agreement or the consummation of the transactions contemplated herein.
(b) The Company is, and has been for the past five (5) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company.
(c) There are not currently any pending, nor to the Knowledge of the Company, threatened or reasonably anticipated...
Labor Relations; Employees. (a) (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”), (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, (iv) 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 Subsidiary.
(b) The Company and its Subsidiaries have complied in all material respects with applicable Laws with respect to employment (including but not limited to applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining).
(c) The Company and each of its Subsidiaries 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 any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries 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).
Labor Relations; Employees. (a) Schedule 5.23(a)(i) sets forth a list of (i) all community-level employees of the Sellers or any Seller Subsidiary or any other Affiliate of the Sellers relating to the Business (collectively, the “Community Employees”) and (ii) all other employees (corporate and regional employees) of the Sellers or any Seller Subsidiary or any other Affiliate of the Sellers relating to the Business (collectively, the “Corporate and Regional Employees,” and together with the Community Employees, the “Seller Employees”), together with their current compensation (including salary, wages, bonuses and commissions) and the respective dates on which they commenced employment. Each of the Corporate and Regional Employees is identified as such on Schedule 5.23(a)(i). To the knowledge of the Sellers, none of the Seller Employees has any plans or intends to terminate his or her employment or engagement and no former key employee has left the service of any of the Sellers or any Seller Subsidiary or other Affiliate within the six (6) months preceding the date of this Agreement. Except as set forth on Schedule 5.23(a)(ii), all such employees are employees at-will and none of the Sellers or any of their respective Affiliates has any written employment agreement (including executive compensation, severance or retention agreements) or oral employment arrangements with any such employees or with any other Persons relating to the Business.
(b) Except as set forth on Schedule 5.23(b): (i) each of the Sellers and their respective Seller Subsidiaries generally enjoy good relations with their employees, and there is no labor controversy, strike, dispute, disturbance, grievance, slowdown or stoppage actually pending, anticipated by, or, to the knowledge of the Sellers, threatened against or involving the Sellers or any Seller Subsidiary; (ii) none of the Sellers has any knowledge of any facts that would be likely to give rise to such a controversy, strike, dispute, disturbance, grievance, slowdown or stoppage; (iii) none of the Sellers or any Seller Subsidiary is a party to or bound by any collective bargaining agreement or union contract; (iv) there is no collective bargaining or union contract currently being negotiated by any of the Sellers or any Seller Subsidiary and (v) no labor union has taken any action with respect to organizing employees of the Sellers or any Seller Subsidiaries and, to the knowledge of the Sellers, there are no employees of any of the Sellers or any Seller Subsi...
Labor Relations; Employees. (i) Set forth on Schedule 4(p)(i) is a list (which with respect to any oral agreement, commitment or arrangement also contains a description) of:
(A) all employment agreements to which the Corporation is a party or by which it is bound;
(B) all non-compete and non-solicitation agreements to which the Corporation is a party or by which it is bound;
(C) all agreements protecting proprietary or confidential processes to which the Corporation is a party or by which it is bound; and
(D) all independent contractor or consulting agreements to which the Corporation is a party or by which it is bound.
(ii) Set forth on Schedule 4(p)(ii) is a list of all employees of the Corporation, broken down by location, together with their exempt or non-exempt status, rate of base compensation, compensation arrangement (including wage or salary increases, bonus or increase in any other direct or indirect compensation), job title, original date of hire, accrued vacation benefits, sick leave benefits (including information as to whether or not such benefits are payable in cash upon termination of employment) and any severance benefits to which each employee is entitled, and other similar benefits, for each employee of the Corporation performing services for the Corporation.
(iii) The Corporation has delivered to Buyer true, complete and correct copies of all of the documents referred to in Schedule 4(p)(i) hereof and all of the personnel policies, handbooks, procedures, and forms of employment applications relating to the employees of the Corporation.
(iv) (A) there is no union representing or purporting to represent any of the employees of the Corporation and the Corporation is not subject to any collective bargaining agreements with any union representing or purporting to represent the employees of the Corporation; (B) there have been no strikes, slowdowns, or other work stoppages, lockouts, grievance proceedings, arbitrations, labor disputes, lawsuits, administrative proceedings or representation questions pending or, to the knowledge of the Corporation, threatened, between the Corporation on the one hand, and any labor union representing or purporting to represent any employees of the Corporation, on the other; (C) the Corporation is in compliance and has at all times complied with all laws relating to the employment, and employment practices including, but not limited to, equal employment opportunity laws including the obligations not to discriminate on the basis of age, sex...