Labor Relations; Employees. (a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge of the Sellers, is any Business Employee represented by any labor union or similar association. (b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending. (c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees. (d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened. (e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States). (f) Except as set forth in Schedule 4.08(f) of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor. (g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor. (h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations. (i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee). (j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are notExcept as set forth in Section 5.14(a) of the Company Disclosure Letter, with respect to any Business Employee, no Rubicon Company is a party to, to or bound by, or negotiating in respect of, by any collective bargaining agreement or other Contract covering any other agreement with any group of employees, labor union, association organization or other employee grouprepresentative of any of the employees of any Rubicon Company, nor, and to the Knowledge knowledge of the Sellersany Rubicon Company, is any Business Employee represented by there are no activities or proceedings of any labor union or other party to organize or represent such employees in the past three (3) years. There has not occurred or, to the knowledge of any Rubicon Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar associationlabor activity with respect to any such employees in the past five (5) years. Section 5.14(a) of the Company Disclosure Letter sets forth all unresolved material labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the knowledge of any Rubicon Company, threatened between any Rubicon Company and Persons employed by or providing services as independent contractors to a Rubicon Company. No current officer of a Rubicon Company has provided any Rubicon Company written or, to the knowledge of any Rubicon Company, oral notice of his or her plan to terminate his or her employment with any Rubicon Company.
(b) No Except as set forth in Section 5.14(b) of the Company Disclosure Letter, each Rubicon Company (i) is and has in the last five (5) years been in compliance in all material respects with all applicable Laws respecting employment and employment practices, including with respect to terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor union or relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee organization scheduling, occupational safety and health, family and medical leave, and employee terminations, and has been certified or recognized as not received written or, to the collective bargaining representative knowledge of any Business EmployeesRubicon Company, oral notice that there is any pending Legal Proceeding involving unfair labor practices against a Rubicon Company, and (ii) has paid all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that have become due and payable to its employees, individual consultants, individual independent contractors, and other individual service providers pursuant to any Law or Contract or policy of any Rubicon Company, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). Except as set forth on Section 5.14(b) of the Company Disclosure Letter, there are no (and there has not within the last three (3) years been) Legal Proceedings pending or, to the knowledge of the Rubicon Companies, threatened against a Rubicon Company brought by or on behalf of any applicant for employment, any current or former employee intern, volunteer, consultant, independent contractor, or any Person alleging to be a current or former employee, or any Governmental Authority, arising from or relating to his or her employment or engagement, termination of employment or engagement, applicable for employment or engagement, any employee benefits, or any other employment-related Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. To the Knowledge knowledge of the SellersRubicon Companies, no efforts there has not in the past three (3) years been any act or allegation of or relating to have a labor union sex-based discrimination, sexual harassment or employee organization certified sexual misconduct, or recognized as the collective bargaining representative breach of any Business Employee are pendingpolicy of any of the Rubicon Companies relating to the foregoing, in each case involving any of the Rubicon Companies or any of their respective current or former employees, officers, directors, or managers, individual independent contractors or other service providers of the Rubicon Companies, nor has there been any settlement or similar out-of-court or pre-litigation arrangement relating to any such matters, nor has any such action, settlement or other arrangement been proposed or, to the Rubicon Company’s knowledge, threatened.
(c) Within the last past three (3) years, there no Rubicon Company has been no labor strike, work stoppage, lockout, slowdown undertaken any action constituting a “plant closing” or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of “mass layoff” (each as defined in the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.
(e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rateWARN Act), 2009 base salary (nor has any Rubicon Company incurred any unsatisfied Liability or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States).
(f) Except as set forth in Schedule 4.08(f) of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities obligation under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.
(i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitspast three (3) years.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are notExcept as set forth on Section 4.16(a) of the Target Company Disclosure Letter, (i) no member of the Target Company Group is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Group, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has represented, or has, to the knowledge of the Target Companies, sought to represent any employees of the Target Company Group, and, to the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to any Business Employeeemployees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a party torepresentation proceeding with respect to employees of the Target Company Group pending or, bound byto the knowledge of Target Companies, threatened to be brought or negotiating in respect of, any collective bargaining agreement filed with the National Labor Relations Board or any other agreement applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any labor union, association or other employee group, nor, to the Knowledge employees of the SellersTarget Company Group, is any Business Employee represented by any labor union as related to their employment or similar association.
service with the Target Company Group, in the past three (b3) No labor union or employee organization has been certified or recognized as years. In the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
past three (c3) Within the last three years, there has been no labor actual or, to the knowledge of the Target Companies, threatened strike, slowdown, work stoppage, labor organization activity, lockout, slowdown picketing, handbilling or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting any member of the Target Company Group.
(b) Each member of the Target Company Group has been for the past three (3) years in compliance, in all material respects, with all applicable Laws respecting labor, employment and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicable.
(c) In the past three (3) years, except as could not reasonably be expected to result in any Business Employee material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (i) any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and no labor strikehours of work, work stoppagechild labor, lockoutimmigration or occupational safety and health Laws to conduct an investigation with respect to or relating to the Target Company Group (including employees of the Target Company Group) or that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group alleging breach of any express or implied contract of employment, slowdown any applicable Law governing employment or the termination thereof or other material labor dispute is pending ordiscriminatory, to Knowledge of wrongful or tortious conduct in connection with the Sellers, threatened that involves Business Employeesemployment relationship.
(d) None The Target Company Group has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to employees of the SellersTarget Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, with respect to any Business Employeeconsultant, leased employee or other non-employee service provider is and has committed any material unfair labor practice or has materially violated any employment laws, and, been in the past three (3) years properly classified and treated as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.such for all applicable purposes.
(e) Schedule 4.08(e) To the knowledge of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as Target Companies, no employee of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination Target Company Group is in material violation of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as agreement, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member of the Closing Date and employment status Target Company Group or (active or type of leaveii) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject third party with respect to the restrictions and limitations set forth in Section 6.01 hereof). The employment right of each Business Employee located in any such individual to work for or provide services to the United States is “at will.” No Business Employee has a right to a notice Target Company Group or the individual’s disclosure of termination that exceeds three months (in the United States) and six months (outside of the United States)Trade Secrets.
(f) Except as set forth in Schedule 4.08(fon Section 4.16(f) of the Sellers Target Company Disclosure SchedulesLetter, to the Knowledge knowledge of the SellersTarget Companies, there are no discrimination employee of the Target Company Group with annualized compensation at or harassment charges above $150,000 intends to terminate his or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, her employment prior to the Knowledge one (1) year anniversary of the Sellers, there is no basis thereforClosing.
(g) To In the Knowledge of the Sellerspast three (3) years, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the BusinessTarget Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Schedule 4.08(hSection 4.16(g) of the Seller Target Company Disclosure SchedulesLetter, none no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Sellers Target Company Group has occurred since March 1, 2020 or is a party currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any Contract or subject to employees of the Target Company Group. No member of the Target Company Group has entered into any requirement that in any manner restricts it from relocating, consolidating, merging or closingsettlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any portion employees of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationsTarget Company Group.
(i) All Business Employees and former There are a sufficient number of employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers Target Company Group as of the Closing (or date hereof to conduct the applicable Transfer Date for Target Company Group’s business on a Poststand-Closing Assigned Contract Employee).
(j) Except alone basis as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitsdate hereof.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Samples: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are notAs of February 28, with respect to any Business Employee2001, Joliet employed a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge total of the Sellers, is any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employeesapproximately 1816 employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.
(e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States).
(f) Except as set forth in Schedule 4.08(f2.16:
(a) Joliet has paid in full to, or accrued for the benefit of, all of the Sellers Disclosure Schedulesits employees all wages, salaries, commissions, bonuses, fringe benefit payments (including vacation pay), and all other direct and indirect compensation of any kind for all services performed by each of them;
(b) There is no unfair labor practice, safety, health, discrimination, wage or other claim, charge, complaint, or suit pending or, to the Knowledge knowledge of the Sellers, there are no discrimination threatened against or harassment charges or claims (relating to sexinvolving Joliet before the National Labor Relations Board, ageOccupational Safety and Health Administration, religionEqual Employment Opportunity Commission, race, national origin, ethnicity, disability, veteran statusDepartment of Labor, or any other protected category) pending or threatened before any federal, state state, or local agency or authorityagency;
(c) There is no labor dispute, judicial forumstrike, work stoppage, interference with production, or arbitration body against the Sellers relating to any Business Employee andslowdown in progress or, to the Knowledge knowledge of the Sellers, threatened against, or involving Joliet;
(d) To the knowledge of the Sellers, there is no basis therefor.labor organization, group, association or union efforts to obtain the authorization of employees to become represented by any such labor organization, group, association or union nor are there any claims to represent the employees of Joliet;
(e) There is no question of representation under the National Labor Relations Act, as amended, or any state equivalent thereof, pending with respect to the employees of Joliet, nor is there any custom or practice recognizing any labor organization, group, association or union as the representative of any employees;
(f) There is no employee grievance or arbitration pending or, to the knowledge of the Sellers, threatened which might have an adverse effect on Joliet or on the conduct of its business;
(g) To There exists no collective bargaining agreement to which Joliet is a party, and there is no collective bargaining agreement currently being negotiated, subject to negotiation, or renegotiation by Joliet;
(h) There is no dispute, claim, or proceeding pending with or, to the Knowledge knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws by Immigration and Naturalization Service with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.Joliet;
(i) All Business Employees There is no policy or contract between Joliet and former employees any employee that would entitle any such employee to a severance benefit or payment of any kind upon termination (either voluntary or involuntary) of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as employment of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).such employee;
(j) Except as otherwise contemplated Every employee of Joliet is currently employed "at will" and, subject to any rights granted by this Agreement any applicable Law, may be terminated at any time without notice; and
(k) There are no releases of liability or severance agreements obtained or entered into by Joliet and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that employee under which Joliet is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitspresently liable.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers Set forth on Schedule 3.14(a) is a true and their respective Affiliates are notcorrect list of each employee of the Company and each of its Subsidiaries whose annual base compensation is equal to or exceeds $100,000, with respect which list provides, among other things, the name, title, job description and compensation information concerning each such employee as of November 23, 2003 and whether such employee is party to any Business Employeea confidentiality, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other nondisclosure and/or noncompete agreement with any labor union, association or other employee group, nor, to the Knowledge of the Sellers, is any Business Employee represented by any labor union or similar associationCompany and/or its Subsidiaries.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.
(e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States).
(f) Except as set forth in Schedule 4.08(f) 3.14(b), neither the Company nor any of its Subsidiaries is delinquent in payments to its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by the date hereof or amounts required to be reimbursed to any employee as of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefordate hereof.
(gc) To the Knowledge The Company and each of the Sellers, there are no retaliation charges or claims (its Subsidiaries is in compliance in all material respects with all Laws relating to a Business Employee’s exercise employment and classification of a legal rightpersons as employees, opposition to unlawful conductincluding, participation in filing a chargewithout limitation, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers all such Laws relating to any Business Employee andwages, to hours, leave rights, discrimination, anti-retaliation, civil rights, immigration, safety and the Knowledge collection and payment of withholding and/or Social Security taxes and similar taxes and the Sellers, there is no basis therefor.
(h) None provision of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Businessemployee benefits. Except as set forth on in Schedule 4.08(h) 3.14(c), to the Company’s Knowledge, no officer, executive or manager of the Seller Disclosure Schedules, none of Company or its Subsidiaries has any current plans to terminate his or her employment with the Sellers is a party to any Contract Company or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationsSubsidiary.
(d) Except as set forth in Schedule 3.14(d), (i) All Business Employees and former neither the Company nor any of its Subsidiaries employs members of any labor union; (ii) no labor organization or group of employees of the Sellers that provide services Company or any of its Subsidiaries has made a pending demand for recognition or request for certification of representation of the Company or any of its Subsidiaries; (iii) there are no representation or certification proceedings or petitions seeking a representation election presently pending or threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal in connection with employees of the Business have beenCompany or any of its Subsidiaries; (iv) there are no strikes, lockouts, work stoppages or will have been on slowdowns pending or before threatened against or involving the Closing Company or any of its Subsidiaries; and (v) there are no unfair labor practice charges, arbitrations, grievances or complaints pending or threatened in writing against the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including Company or any overtime, non-salary compensation, bonuses, commissions, of its Subsidiaries relating to the employment or applicable severance and termination pay) owed and payable to them of employment by the Sellers as Company or any of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting its Subsidiaries of any such benefitsof its employees.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Capital Strategies LTD)
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge Except as set forth on Section 4.14(a) of the Sellers, is any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, andCompany Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council 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, labor organization, 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 or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three (3) years, 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 are, and have been for the past three (3) years, in compliance in all material respects 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, background checks, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any material unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against the Sellersthem, (ii) notice of any material grievances or Actions arising out of any collective bargaining agreement, works council agreement, or any similar agreement or any other grievances or Actions against them, (iii) notice of any material Action with respect to or relating to them pending before the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing or any Business Employeeother Governmental Authority responsible for the prevention of unlawful employment practices, by a Governmental Entity pending or, to Knowledge (iv) notice of the Sellersintent of any Governmental Authority responsible for the enforcement of labor, threatenedemployment, wages and hours, 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 (v) notice of any material Action pending or threatened in any forum by or on behalf of any present or former employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing.
(d) To the knowledge of the Company, no employee of the Company or its Subsidiaries with an annual base salary in excess of $205,000.00 intends to terminate his or her employment.
(e) Schedule 4.08(e) To the knowledge of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as Company, no current or former employee, worker or independent contractor of the date identified thereinCompany or any of its Subsidiaries is in material violation of (i) any restrictive covenant, and said list correctly reflects their position nondisclosure obligation or job title, current base salary (fiduciary duty to the Company or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Company’s Subsidiaries or (active ii) any restrictive covenant or type nondisclosure obligation to a former employer or engager of leaveany such individual relating to (A) (the Sellers shall modify and update this Schedule between signing and Closing right of any such individual to reflect any changes that occur between signing and Closing, and such changes shall be subject work for or provide services to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside Company or any of the United States)Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Schedule 4.08(f) Neither the Company nor any of its Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Sellers Disclosure Schedules, to the Knowledge Company or any of the SellersCompany’s Subsidiaries that involves allegations relating to sexual harassment, there are no sexual misconduct, discrimination or harassment charges retaliation by either (i) a director or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge an officer of the Sellers, there is no basis therefor.
Company or any of the Company’s Subsidiaries or (gii) an employee of the Company or any of the Company’s Subsidiaries at the level of Sr. Manager or above. To the Knowledge knowledge of the SellersCompany, there are in the last four (4) years, no allegations of sexual harassment, sexual misconduct, discrimination or retaliation charges have been made against (i) a director or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge officer of the Sellers, there is no basis therefor.
(h) None Company or any of the Sellers have had any plant closings, mass layoffs Company’s Subsidiaries or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h(ii) an employee of the Seller Disclosure Schedules, none Company or any of the Sellers is a party to any Contract Company’s Subsidiaries at the level of Sr. Manager or subject to any requirement that above in any manner restricts it from relocating, consolidating, merging or closingeach case, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business their capacity as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationssuch.
(i) All Business Employees In the past three (3) years, the Company and former employees its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Sellers that provide services in connection with the Business have been, Worker Adjustment and Retraining Notification Act or will have been on any similar state or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance local law relating to group terminations and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits the Company, taken as a whole with its Subsidiaries, employs or otherwise payable engages the Persons sufficient to any current or former employee, consultant or director of Sellers that is a liability operate the business of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitsCompany and its Subsidiaries as currently conducted.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers Except as set forth on Section 4.14(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 their respective Affiliates are not(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. To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three (3) years, 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 are, and have been for the past three (3) years, 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) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any Business Employeeunfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, a party to(ii) notice of any complaints, bound by, grievances or negotiating in respect of, arbitrations arising out of any collective bargaining agreement or any other agreement with any labor unioncomplaints, association grievances or other employee grouparbitration procedures against them, nor, to the Knowledge of the Sellers, is any Business Employee represented by any labor union or similar association.
(biii) No labor union or employee organization has been certified or recognized as the collective bargaining representative notice of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union material charge or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any Business Employee other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and no labor strikehours of work, work stoppagechild labor, lockoutimmigration, slowdown 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 (v) written notice of any complaint, lawsuit or other material labor dispute is proceeding pending oror threatened in any forum by or on behalf of any present or former employee of such entities, to Knowledge any applicant for employment or classes of the Sellersforegoing alleging breach of any express or implied Contract of employment, threatened that involves Business Employeesany applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(d) None To the knowledge of the SellersCompany, with respect to any Business Employeeno present employee, has committed any material unfair labor practice worker or has materially violated any employment laws, and, as independent contractor of the date of this Agreement, there is no material charge Company or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the SellersCompany’s Subsidiaries’ is in material violation of (i) any restrictive covenant, threatenednondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information.
(e) Schedule 4.08(e) Neither the Company nor any of the Seller Disclosure Schedules contains Company’s Subsidiaries is party to a true and complete list of all Business Employees as settlement agreement with a current or former officer, employee or independent contractor of the date identified therein, and said list correctly reflects their position Company or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (active i) an officer of the Company or type any of leaveits Subsidiaries or (ii) (an employee of the Sellers shall modify and update this Schedule between signing and Closing to reflect Company or any changes that occur between signing and Closingof the Company’s Subsidiaries at the level of Vice President or above. To the knowledge of the Company, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice last five (5) years, no allegations of termination that exceeds three months sexual harassment, sexual misconduct or discrimination have been made against (in the United Statesi) and six months (outside an officer of the United States)Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above.
(f) Except as set forth Since January 1, 2020 and through the date hereof, the Company and its Subsidiaries have not engaged in Schedule 4.08(flayoffs, furloughs, employment terminations (other than for cause) of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, effected any broad-based salary or other protected category) pending compensation or threatened before any federalbenefits reductions, state or local agency or authorityin each case, judicial forum, or arbitration body against triggering the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities notice requirements under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationsAct.
(i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge of the Sellers, is any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.
(e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States).
(f) Except as set forth in Schedule 4.08(fthe Ford Group Office Collective Bargaining Contract 1995, (i) none of the Sellers Disclosure SchedulesGBO Division Employees is represented by any labor organization, and, to the Knowledge knowledge of Seller, no union claims to represent the SellersGBO Division Employees and there have been no material union organizing activities with respect to GBO Division Employees within the past three (3) years, (ii) Seller is not a party to any agreements (including, without limitation collective bargaining agreements, work rules or practices) with and, to the knowledge of Seller, there are no discrimination pending petitions for recognition of, a labor union or harassment charges employee association as the exclusive bargaining agent for any or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge all of the SellersGBO Division Employees, there is and no basis therefor.
such petitions have been pending with Seller within the past five (g5) To the Knowledge of the Sellersyears, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaintiii) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except except as set forth on Schedule 4.08(h2.10(a), there is no unfair labor practice charge or complaint, grievance or arbitration under any collective bargaining agreement, discrimination or equal employment opportunity charge or complaint, or other complaint or proceeding pending, or to the knowledge of Seller, threatened by or on behalf of any present or former GBO Division Employee, (iv) there is no labor strike, dispute, lock-out, slowdown or stoppage pending or, to the knowledge of Seller, threatened against the GBO Division, nor has there been any such activity within the past five (5) years, (v) there are no pending collective bargaining negotiations relating to the GBO Division Employees and (vi) no Governmental Entity has given written notice to Seller of its intention to conduct or, to the knowledge of Seller, intends to conduct, any investigation of employment conditions or practices of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationsGBO Division.
(ib) All Business Employees and former employees of Seller has not during the Sellers that provide services in connection with past two (2) years prior to the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will date hereof effectuated (i) result a "plant closing" (as defined in the WARN Act) affecting any payment (including severance, unemployment compensation, golden parachute, bonus site of employment or otherwise) that is a liability one or more facilities or operating units within any site of employment or facility of the Business becoming due to any current GBO Division or former employee, consultant or director of Sellers, (ii) materially increase a "mass layoff" (as defined in the WARN Act) affecting any benefits otherwise payable to any current site of employment or former employee, consultant or director of Sellers that is a liability facility of the Business GBO Division; nor, except as set forth on Schedule 2.10(b), has the GBO Division been affected by any transaction or (iii) result engaged in the acceleration of the time of payment layoffs or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, employment terminations sufficient in number to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.independently trigger application
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wellpoint Health Networks Inc /Ca/)
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge Except as set forth on Section 4.13(a) of the Sellers, is any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, andMember Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council 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, labor organization, 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 or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three (3) years, 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 are, and have been for the past three (3) years, in compliance in all material respects 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, background checks, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any material unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against the Sellersthem, (ii) notice of any material grievances or Actions arising out of any collective bargaining agreement, works council agreement, or any similar agreement or any other grievances or Actions against them, (iii) notice of any material Action with respect to or relating to them pending before the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing or any Business Employeeother Governmental Authority responsible for the prevention of unlawful employment practices, by a Governmental Entity pending or, to Knowledge (iv) notice of the Sellersintent of any Governmental Authority responsible for the enforcement of labor, threatenedemployment, wages and hours, 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 (v) notice of any material Action pending or threatened in any forum by or on behalf of any present or former employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing.
(d) To the knowledge of the Company, no employee of the Company or its Subsidiaries with an annual base salary in excess of $130,000.00 intends to terminate his or her employment.
(e) Schedule 4.08(e) To the knowledge of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as Company, no current or former employee, worker or independent contractor of the date identified thereinCompany or any of its Subsidiaries is in material violation of (i) any restrictive covenant, and said list correctly reflects their position nondisclosure obligation or job title, current base salary (fiduciary duty to the Company or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Company’s Subsidiaries or (active ii) any restrictive covenant or type nondisclosure obligation to a former employer or engager of leaveany such individual relating to (A) (the Sellers shall modify and update this Schedule between signing and Closing right of any such individual to reflect any changes that occur between signing and Closing, and such changes shall be subject work for or provide services to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside Company or any of the United States)Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Schedule 4.08(f) Neither the Company nor any of its Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Sellers Disclosure Schedules, to the Knowledge Company or any of the SellersCompany’s Subsidiaries that involves allegations relating to sexual harassment, there are no sexual misconduct, discrimination or harassment charges retaliation by either (i) a director or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge an officer of the Sellers, there is no basis therefor.
Company or any of the Company’s Subsidiaries or (gii) an employee of the Company or any of the Company’s Subsidiaries at the level of Sr. Manager or above. To the Knowledge knowledge of the SellersCompany, there are in the last five (5) years, no allegations of sexual harassment, sexual misconduct, discrimination or retaliation charges have been made against (i) a director or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge officer of the Sellers, there is no basis therefor.
(h) None Company or any of the Sellers have had any plant closings, mass layoffs Company’s Subsidiaries or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h(ii) an employee of the Seller Disclosure Schedules, none Company or any of the Sellers is a party to any Contract Company’s Subsidiaries at the level of Sr. Manager or subject to any requirement that above in any manner restricts it from relocating, consolidating, merging or closingeach case, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business their capacity as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationssuch.
(i) All Business Employees In the past three (3) years, the Company and former employees its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Sellers that provide services in connection with the Business have beenWorker Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits the Company, taken as a whole with its Subsidiaries, employs or otherwise payable engages the Persons sufficient to any current or former employee, consultant or director of Sellers that is a liability operate the business of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitsCompany and its Subsidiaries as currently conducted.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)
Labor Relations; Employees. (a) The Sellers Except as set forth in 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 its Subsidiaries and their respective Affiliates are not(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 any of its Subsidiaries. There is no, and to the knowledge of the Company, there has not been, labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three years, 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 of its Subsidiaries.
(b) Each of the Company and its Subsidiaries are, and have been during the past three years, 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, 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 be material to the Company and its Subsidiaries, taken as a whole.
(c) During the past two years, the Company and its Subsidiaries have not received (i) notice of any Business Employeeunfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, a party toand to the knowledge of the Company, bound bynone is threatened, (ii) notice of any complaints, grievances or negotiating in respect of, arbitrations arising out of any collective bargaining agreement or any other agreement with any labor unioncomplaints, association grievances or other employee grouparbitration procedures against them, nor, and to the Knowledge knowledge of the SellersCompany, none is any Business Employee represented by any labor union or similar association.
threatened, (biii) No labor union or employee organization has been certified or recognized as the collective bargaining representative notice of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union material charge or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any Business Employee other Governmental Authority responsible for the prevention of unlawful employment practices, and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge the knowledge of the SellersCompany, threatened none is threatened, or (iv) 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 involves Business Employeessuch investigation is in progress, and to the knowledge of the Company, none is threatened.
(d) None To the knowledge of the SellersCompany, with respect to no present or former employee, worker or independent contractor of the Company or any Business Employee, has committed of its Subsidiaries is in violation in any material unfair labor practice respect of (i) any restrictive covenant, nondisclosure obligation or has materially violated fiduciary duty to the Company or any employment laws, and, as of its Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the date right of this Agreement, there is no material charge any such individual to work for or complaint against provide services to the Sellers, with respect to Company or any Business Employee, by a Governmental Entity pending or, to Knowledge of its Subsidiaries or (B) the Sellers, threatenedknowledge or use of trade secrets or proprietary information.
(e) Schedule 4.08(e) Neither the Company nor any of the Seller Disclosure Schedules contains a true and complete list Company’s Subsidiaries reasonably expects any material liabilities with respect to any sexual harassment, or other discrimination, retaliation or policy violation allegations, or has knowledge of all Business Employees as any such allegations relating to officers, directors, employees, contractors, or agents of the date identified thereinCompany and its Subsidiaries, and said list correctly reflects their position or job titlethat, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject known to the restrictions public, would bring the Company and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States)its Subsidiaries into material disrepute.
(f) Except All payments due from the Company on account of wages or other compensation, and employee health and welfare insurance and other benefits, have been paid or accrued in all material respects in accordance with GAAP as set forth in Schedule 4.08(f) a liability on the books of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis thereforCompany.
(g) To During the Knowledge past three years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Sellers, there are no retaliation charges Workers’ Adjustment and Retraining Notification Act or claims (any similar state or local law relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, group terminations or cooperation in an investigation into an employment complaint) pending or threatened before effected any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs broad-based salary or other terminations of employees which would create any obligations upon compensation or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closingbenefits reductions, in whole each case, whether temporary or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationspermanent.
(i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are notExcept as set forth on Section 4.14(a) of the Company Disclosure Letter, with respect to neither the Company nor any Business Employee, of its Subsidiaries is a party to, to or bound by, or negotiating in respect of, 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 agreement with any labor union, association or other employee group, norrepresentative body, to the Knowledge knowledge of the SellersCompany, is has requested or has sought to represent any Business Employee represented by any labor union of the employees of the Company or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employeesits Subsidiaries. To the Knowledge knowledge of the SellersCompany, there have been no efforts to have a labor union organization activity involving any employees of the Company or employee organization certified or recognized as any of its Subsidiaries. In the collective bargaining representative of any Business Employee are pending.
past three (c3) Within the last three years, there has been no labor actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, slowdown 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 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 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) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any Business Employee 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 practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and no labor strikehours of work, work stoppagechild labor, lockoutimmigration, slowdown 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 (v) notice of any material complaint, lawsuit or other material labor dispute is proceeding 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, and with respect to each of (i) through (v) herein, no such matters are pending or, to Knowledge the knowledge of the SellersCompany, threatened that involves Business Employeesthreatened.
(d) None To the knowledge of the SellersCompany, with respect to no present or former employee, worker or independent contractor of the Company or any Business Employee, has committed of the Company’s Subsidiaries’ is in violation of (i) any material unfair labor practice restrictive covenant, nondisclosure obligation or has materially violated fiduciary duty to the Company or any employment laws, and, as of the date Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of this Agreement, there is no material charge any such individual relating to (A) the right of any such individual to work for or complaint against provide services to the Sellers, with respect to Company or any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatenedCompany’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(e) Schedule 4.08(eIn the past three (3) years, neither the Company nor any of the Seller Disclosure Schedules contains Company’s Subsidiaries has entered into a true and complete list of all Business Employees as settlement agreement with a current or former officer, employee or independent contractor of the date identified therein, and said list correctly reflects their position Company or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (active i) an officer of the Company or type any of leavethe Company’s Subsidiaries or (ii) (an employee of the Sellers shall modify and update this Schedule between signing and Closing to reflect Company or any changes that occur between signing and Closingof the Company’s Subsidiaries at the level of Vice President or above. To the knowledge of the Company, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice last three (3) years, no allegations of termination that exceeds three months sexual harassment, sexual misconduct or discrimination have been made against (in the United Statesi) and six months (outside an officer of the United States)Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above.
(f) Except as set forth in Schedule 4.08(fIn the past three (3) of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.
(i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedulesyears, neither the execution, delivery or performance of this Agreement by the Sellers Company nor the consummation any of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any Company’s Subsidiaries has mis-classified its current or former employee, consultant independent contractors as such or director of Sellers, (ii) materially increase any benefits otherwise payable to any its current or former employeeemployees as exempt or nonexempt from wage and hour Laws, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, except as would not reasonably be expected to be material to the Knowledge of the SellersCompany and its Subsidiaries, any reasonable basis to claim status taken as an employee of the Sellers or their respective Affiliatesa whole.
Appears in 1 contract
Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. V)
Labor Relations; Employees. (a) The Sellers Except as set forth on Section 5.14(a) of the Company Disclosure Letter, neither the Companies nor any of their Subsidiaries is a party to or bound by any collective bargaining agreement, works council agreement, or any similar agreement, no such agreement is being negotiated by any Company or any of the Companies’ Subsidiaries, and no labor union or any other employee representative body has requested or, to the knowledge of the Companies, has sought to represent any of the employees of the Companies or their Subsidiaries. To the knowledge of the Companies, there have been no labor organization activity involving any employees of the Companies or any of their Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Companies, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Companies or any Subsidiary.
(b) Each of the Companies and their respective Affiliates are notSubsidiaries are, and have been for the past three (3) years, in material 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.
(c) In the past three (3) years, the Companies and their Subsidiaries have not received (i) notice of any Business Employeeunfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, a party to(ii) notice of any complaints, bound by, grievances or negotiating in respect of, arbitrations arising out of any collective bargaining agreement or any other agreement with any labor unioncomplaints, association grievances or other employee grouparbitration procedures against them, nor, to the Knowledge of the Sellers, is any Business Employee represented by any labor union or similar association.
(biii) No labor union or employee organization has been certified or recognized as the collective bargaining representative notice of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union charge or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any Business Employee other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and no labor strikehours of work, work stoppagechild labor, lockoutimmigration, slowdown 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 (v) notice of any complaint, lawsuit or other material labor dispute is proceeding pending oror threatened in any forum by or on behalf of any present or former employee of such entities, to Knowledge any applicant for employment or classes of the Sellersforegoing alleging breach of any express or implied Contract of employment, threatened that involves Business Employeesany applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(d) None To the knowledge of the SellersCompanies, no employee of any Company or any Companies’ Subsidiaries with respect annual base salary in excess of $250,000 intends to any Business Employee, has committed any material unfair labor practice terminate his or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatenedher employment.
(e) Schedule 4.08(e) To the knowledge of the Seller Disclosure Schedules contains a true and complete list Companies, no present or former employee, worker or independent contractor of all Business Employees as any Company or any of the date identified thereinCompanies’ Subsidiaries’ is in violation of (i) any restrictive covenant, and said list correctly reflects their position nondisclosure obligation or job title, current base salary (fiduciary duty to any Company or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Companies’ Subsidiaries or (active ii) any restrictive covenant or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right nondisclosure obligation to a notice former employer or engager of termination that exceeds three months any such individual relating to (in A) the United States) and six months (outside right of any such individual to work for or provide services to any Company or any of the United States)Companies’ Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Schedule 4.08(f) Neither the Companies nor any of their Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of any Company or any of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (Companies’ Subsidiaries that involves allegations relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable sexual harassment by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.
either (i) All Business Employees and former employees an officer of any Company or any of the Sellers that provide services Companies’ Subsidiaries or (ii) an employee of any Company or any of the Companies’ Subsidiaries at the level of Vice President or above. To the knowledge of the Companies, in connection with the Business have beenlast five (5) years, or will no allegations of sexual harassment have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will made against (i) result in an officer of any payment (including severance, unemployment compensation, golden parachute, bonus Company or otherwise) that is a liability any of the Business becoming due to any current Companies’ Subsidiaries or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of any Company or any of the Sellers Companies’ Subsidiaries at the level of Vice President or their respective Affiliatesabove.
Appears in 1 contract
Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp.)
Labor Relations; Employees. (a) The Sellers (i) None of the Company Parties or any of their Subsidiaries is 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 a Company Party or any of the Company Parties’ Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company Parties, has sought to represent any of the employees of the Company Parties or their Subsidiaries. To the knowledge of the Company Parties, there has been no labor organization activity involving any employees of the Company Parties or any of their Subsidiaries. There is no pending and, since the Company’s inception, there has been no actual or, to the knowledge of the Company Parties, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting a Company Party or any Subsidiary of the Company Parties.
(b) Each of the Company Parties and their respective Affiliates are notSubsidiaries are, and have been since the Company’s inception, in compliance in all material respects 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.
(c) Since the Company’s inception, the Company Parties and their Subsidiaries have not received (i) notice of any Business Employeeunfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, a party to(ii) notice of any complaints, bound by, grievances or negotiating in respect of, arbitrations arising out of any collective bargaining agreement or any other agreement complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any labor unionother Governmental Authority responsible for the prevention of unlawful employment practices, association (iv) 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 (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee groupof such entities, norany 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, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending, or, to the Knowledge knowledge of the SellersCompany Parties, is threatened, nor has any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as such Legal Proceeding occurred since the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business EmployeesCompany’s inception.
(d) None of the SellersCompany Parties or any of their Subsidiaries (A) has or has had since the Company’s inception any material liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had since the Company’s inception any material liability 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, social insurances or other benefits or obligations for any employees of a Company Party or any of their Subsidiaries (other than routine payments to be made in the normal course of business and consistent with past practice), or (C) is delinquent in any payments to any employee or independent contractor for any wages, salaries, commissions, bonuses, severance, fees or other direct compensation due with respect to any Business Employee, has committed any material unfair labor practice services performed for it or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge amounts required to be reimbursed to such employees or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatenedindependent contractor.
(e) Schedule 4.08(e) To the knowledge of the Seller Disclosure Schedules contains Company Parties, no present or former employee, worker or independent contractor of a true and complete list of all Business Employees as Company Party or any of the date identified thereinCompany Parties’ Subsidiaries is in violation of (i) any restrictive covenant, and said list correctly reflects their position nondisclosure obligation or job title, current base salary (fiduciary duty to a Company Party or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status Company Parties’ Subsidiaries or (active ii) any restrictive covenant or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to a Company Party or any of the Company Parties’ Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information. In the past twelve (12) months (i) no director, officer, or key employee’s employment with a Company Party or any of their Subsidiaries has been terminated or furloughed for any reason? and (ii) no director, officer, key employee, or group of employees, has provided notice of termination that exceeds three months (in the United States) and six months (outside any plans to terminate his, her or their employment or service arrangement with a Company Party or any of the United States)their Subsidiaries.
(f) Except as set forth in Schedule 4.08(f) None of the Sellers Disclosure Schedules, to the Knowledge Company Parties or any of the SellersCompany Parties’ Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of a Company Party or any of the Company Parties’ Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of a Company Party or any of the Company Parties’ Subsidiaries and, since the Company’s inception, there have not been any internal investigations by or on behalf of any Company Party or any Subsidiary of a Company Party with respect to any claims or allegations of sexual harassment, sexual misconduct or sexual abuse against or involving any employee, officer, manager or director of a Company Party or any of their Subsidiaries. Since the Company’s inception, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any officer, director, manager or employee of a Company Party or any of the Company Parties’ Subsidiaries, and the Company Parties and their Subsidiaries have not otherwise become aware of any such allegations. To the knowledge of the Company Parties, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation for raising a complaint of sexual harassment charges or claims (relating to sexsexual misconduct, ageother unlawful harassment or unlawful discrimination against or involving a Company Party or their Subsidiaries or any employee, religionofficer, race, national origin, ethnicity, disability, veteran status, manager or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefordirector thereof.
(g) To Since the Knowledge Company’s inception, the Company Parties and their Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Sellers, there are no retaliation charges Workers’ Adjustment and Retraining Notification Act or claims (any similar state or local law relating to group terminations. The Company Parties, taken as a Business Employee’s exercise of a legal rightwhole with their Subsidiaries, opposition have sufficient employees to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against operate the Sellers relating to any Business Employee and, to the Knowledge business of the Sellers, there is no basis thereforCompany Parties and their Subsidiaries as currently conducted.
(h) None The Company Parties and their Subsidiaries currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Sellers have had any plant closingsFair Labor Standards Act and similar applicable Laws (as applicable), mass layoffs and (ii) each of its individual service providers as either employees or other terminations independent contractors in accordance with applicable Law and for the purpose of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locationsall Company Benefit Plans.
(i) All Business Employees 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, reduction in salary or wages, change in compensation or benefits (other than ordinary course salary or wage increases and grants of Company Incentive Units or Company Options), or other material adverse workforce changes affecting any current or former employees employee or individual independent contractor of a Company Party or any of their Subsidiaries has occurred since January 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. None of the Sellers that provide services in connection Company Parties or any of their Subsidiaries have otherwise experienced any material employment-related liability with the Business have been, respect to or will have been on arising out of COVID-19 or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee)COVID-19 Measures.
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) None of the Seller Disclosure Schedules, neither the execution, delivery Company Parties or performance any of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will their Subsidiaries (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due subject to any current or former employeeaffirmative action obligations under any Law, consultant or director of Sellersincluding, without limitation, Executive Order 11246, and/or (ii) materially increase is a government contractor or subcontractor for purposes of any benefits otherwise payable Law with respect to the terms and conditions of employment, including, without limitation, prevailing wage Laws. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any current or former employee, consultant or director of Sellers that is a liability workplace safety and insurance legislation and none of the Business Company Parties or (iii) result any of their Subsidiaries has been reassessed in any material respect under such legislation since the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts haveCompany’s inception and, to the Knowledge knowledge of the SellersCompany Parties, no audit of a Company Party or any reasonable basis of its Subsidiaries is currently being performed pursuant to claim status as an employee of the Sellers or their respective Affiliatesany applicable workplace safety and insurance legislation.
Appears in 1 contract
Labor Relations; Employees. (a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party to, bound by, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, nor, to the Knowledge Section 3.16(a) of the SellersSeller Disclosure Schedules sets forth a correct and complete list, is any as of the date hereof, of all Business Employees on an anonymous basis, stating for each Business Employee represented by any labor union (i) the personnel number, (ii) employing entity, (iii) function, (iv) place of work, (v) start date, (vi) annual base salary or similar associationwage rate and (vii) target annual cash incentive opportunity.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge Section 3.16(b) of the Sellers, no efforts to have Seller Disclosure Schedules sets forth a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.
(c) Within the last three years, there has been no labor strike, work stoppage, lockout, slowdown or other material labor dispute with respect to any Business Employee true and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Sellers, threatened that involves Business Employees.
(d) None of the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, andcorrect list, as of the date of this Agreement, of each collective bargaining agreement or similar agreements with trade unions or other similar collective employee representatives (including without limitation works agreements), of Seller or any of its Subsidiaries to which any Business Employees are subject (each, a “Seller Labor Agreement”), other than any national or industry-wide collective agreements. Seller and its Affiliates are in compliance in all material respects with their obligations pursuant to all notification and bargaining obligations arising under any Seller Labor Agreements.
(c) Since September 30, 2021, (i) there is have been no material charge strikes, lockouts, slowdown, work stoppage, job action or complaint against the Sellerspicketing, with respect to any no unfair labor practice or other labor dispute involving Business EmployeeEmployees pending, by a Governmental Entity pending or, to the Knowledge of Seller, threatened and (ii) there has not been any material unfair labor practice charge against Seller or any of its Subsidiaries pending before the SellersNational Labor Relations Board or any comparable labor relations authority involving any Business Employees.
(d) There are no pending, threatenedor, to the Knowledge of Seller, threatened proceedings involving any Business Employees, trade unions or other collective employee representatives (including without limitation works councils), except as would not reasonably be expected to be, individually or in the aggregate, material to the Business taken as a whole.
(e) Schedule 4.08(e) Each of Seller and its Affiliates is, and has been during the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of two (2)-year period immediately prior to the date identified thereinof this Agreement, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination in material compliance with all of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of its obligations under the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject WARN Act relating to the restrictions and limitations set forth in Section 6.01 hereof)Business. The employment of each There is no outstanding Liability under the WARN Act relating to the Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States)remains unsatisfied.
(f) Except as set forth in Schedule 4.08(f) None of the Sellers Disclosure SchedulesAsset Selling Entities or Purchased Controlled Companies (in each case, solely with respect to the Business) is in violation of any Law relating to the protection of employees, including but not limited to Law relating to the use of leased employees or other similar contractors or external personnel by or under contract, labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours, or collective bargaining and labor relations, except as would not reasonably be expected to be materially adverse to the Business taken as a whole.
(g) Since September 30, 2021, (i) there have been no allegations of sexual harassment, sexual abuse or other sexual misconduct made against any Business Employee who is, or who reports directly to, the President of the Residential & Light Commercial Business, or any member of the board of directors of a Purchased Controlled Company, (ii) there are no Actions pending or, to the Knowledge of the SellersSeller, there are no discrimination or harassment charges or claims (relating threatened related to sexany allegations of sexual harassment, age, religion, race, national origin, ethnicity, disability, veteran status, sexual abuse or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(g) To the Knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than sexual misconduct by any such Contract that is terminable by the Sellers without material liability to the Business as a whole Person and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.
(i) All Business Employees and former employees of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration neither Seller nor any of the time of payment or vesting of its Subsidiaries has entered into any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, settlement agreements related to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliatesforegoing.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Johnson Controls International PLC)
Labor Relations; Employees. As of February 28, 2001, Joliet employed a total of approximately 1816 employees. Except as set forth in SCHEDULE 2.16:
(a) The Sellers and their respective Affiliates are not, with respect to any Business Employee, a party Joliet has paid in full to, bound byor accrued for the benefit of, all of its employees all wages, salaries, commissions, bonuses, fringe benefit payments (including vacation pay), and all other direct and indirect compensation of any kind for all services performed by each of them;
(b) There is no unfair labor practice, safety, health, discrimination, wage or other claim, charge, complaint, or negotiating in respect of, any collective bargaining agreement or any other agreement with any labor union, association or other employee group, norsuit pending or, to the Knowledge knowledge of the Sellers, is threatened against or involving Joliet before the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, Department of Labor, or any Business Employee represented by any labor union other federal, state, or similar association.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to have a labor union or employee organization certified or recognized as the collective bargaining representative of any Business Employee are pending.local agency;
(c) Within the last three years, there has been There is no labor dispute, strike, work stoppage, lockoutinterference with production, or slowdown or other material labor dispute with respect to any Business Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending in progress or, to Knowledge the knowledge of the Sellers, threatened that involves Business Employees.against, or involving Joliet;
(d) None of To the Sellers, with respect to any Business Employee, has committed any material unfair labor practice or has materially violated any employment laws, and, as of the date of this Agreement, there is no material charge or complaint against the Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Sellers, threatened.
(e) Schedule 4.08(e) of the Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in which they participate or are eligible to participate, any employment agreement as in effect as of the Closing Date and employment status (active or type of leave) (the Sellers shall modify and update this Schedule between signing and Closing to reflect any changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of termination that exceeds three months (in the United States) and six months (outside of the United States).
(f) Except as set forth in Schedule 4.08(f) of the Sellers Disclosure Schedules, to the Knowledge of the Sellers, there are no discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge knowledge of the Sellers, there is no basis therefor.labor organization, group, association or union efforts to obtain the authorization of employees to become represented by any such labor organization, group, association or union nor are there any claims to represent the employees of Joliet;
(e) There is no question of representation under the National Labor Relations Act, as amended, or any state equivalent thereof, pending with respect to the employees of Joliet, nor is there any custom or practice recognizing any labor organization, group, association or union as the representative of any employees;
(f) There is no employee grievance or arbitration pending or, to the knowledge of the Sellers, threatened which might have an adverse effect on Joliet or on the conduct of its business;
(g) To There exists no collective bargaining agreement to which Joliet is a party, and there is no collective bargaining agreement currently being negotiated, subject to negotiation, or renegotiation by Joliet;
(h) There is no dispute, claim, or proceeding pending with or, to the Knowledge knowledge of the Sellers, there are no retaliation charges or claims (relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) pending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws by Immigration and Naturalization Service with respect to the Business. Except as set forth on Schedule 4.08(h) of the Seller Disclosure Schedules, none of the Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the Business, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.Joliet;
(i) All Business Employees There is no policy or contract between Joliet and former employees any employee that would entitle any such employee to a severance benefit or payment of any kind upon termination (either voluntary or involuntary) of the Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as employment of the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee).such employee;
(j) Except as otherwise contemplated Every employee of Joliet is currently employed "at will" and, subject to any rights granted by this Agreement any applicable Law, may be terminated at any time without notice; and
(k) There are no releases of liability or severance agreements obtained or entered into by Joliet and listed on Schedule 4.08(j) of the Seller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that employee under which Joliet is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefitspresently liable.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Argosy Gaming Co)
