Labor Relations; Employees. (a) (i) The Company is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company. There has been no labor organization activity involving any employees of the Company. There is no pending, and since the Lookback Date there has been, no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, or other material labor dispute against or affecting the Company, and, to the knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute. (b) The Company is, and since the Lookback date has been, in compliance in all material respects with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (c) Since the Lookback Date, the Company has not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date. (d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor. (e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information. (f) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof. (g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted. (h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding. (i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AltEnergy Acquisition Corp), Merger Agreement (AltEnergy Acquisition Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Letter, (i) The none of Inpixon, the Company or any of the Company Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement other labor-related Contract or arrangement with a any labor or trade union, labor organization, works council or other employee representativerepresentative body covering any Business Employees, (ii) no such agreement or arrangement is being negotiated by Inpixon, the CompanyCompany or any of the Company Subsidiaries, and (iii) no Business Employees are represented by any labor union or trade union, labor organization, works council or other employee representative body with respect to their employment with the Business Entities, and (iv) no labor or trade union, labor organization, works council, group of employees, or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees Business Employees. To the knowledge of the Company. There , there has been no labor organization activity involving any employees of Business Employees with respect to their employment with the CompanyBusiness Entities. There is no pendingIn the past three (3) years, and since the Lookback Date there has been, been no actual oror threatened unfair labor practice charge, to the knowledge of the Companymaterial grievance, threatened material arbitration, strike, slowdown, work stoppage, lockoutpicketing, hand billing, lockout or other material labor dispute against or affecting the Company, and, to the knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeBusiness Entities.
(b) Inpixon, the Company and the Company Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any Business Employees, in connection with the execution of this Agreement or the transactions contemplated by this Agreement.
(c) The Company isBusiness Entities are, and since have been for the Lookback date has beenpast three (3) years, in compliance in all material respects with all applicable Laws respecting labor labor, employment and employment including practices 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 worker 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, sexual harassment, 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.
(cd) Since In the Lookback Datepast three (3) years, the Company has Business Entities have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e4.15(e) of the Company Disclosure Letter, the Business Entities are not and have not been: (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will a “contractor” or “subcontractor” (as defined by the Company upon not more than 30 days’ notice and without material cost or penalty to the CompanyExecutive Order 11246), (ii) there is no current officerrequired to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) otherwise required to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. maintain an affirmative action plan.
(f) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company Business Entities is in any respect in violation of (Ai) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation or fiduciary duty to the Company Business Entities or (Bii) 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 Business Entities or (B) the knowledge or use of trade secrets or proprietary information.
(fg) The Company is not None of the Business Entities are party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company Business Entities that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) a director or an officer of Inpixon, the Company or any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims Subsidiaries or allegations (ii) a Business Employee at the level of sexual harassment, misconduct Manager or abuse against or involving any employee, officer, manager or director of the Companyabove. To the knowledge of the Company, there are in the last five (5) years, no facts that could reasonably be expected to give rise to a claim allegations of sexual harassment harassment, sexual misconduct or misconduct, other unlawful harassment discrimination have been made against (i) a director or unlawful discrimination an officer of the Business Entities or retaliation against (ii) a Business Employee at the level of Manager or involving the Company or any employee, officer, manager or director thereofabove.
(gh) Since Except as set forth on Section 4.15(h) of the Lookback DateCompany Disclosure Letter, the Company has Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The Company has sufficient employees Business Entities have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2022 through the date hereof. The Business Employees represent the entirety of the individuals necessary to operate the business of the Company Enterprise Apps Business as currently conducted.
(hi) Except To the knowledge of the Company, no Business Employee (i) with annual base salary of $100,000 or more or (ii) at the level of Vice President or higher, intends to terminate his or her employment.
(j) The Business Entities and, to the knowledge of the Company, each Person acting as set forth on Section 4.21(han agent of the Business Entities, are in compliance in all material respects with all federal, state and local laws, statutes and regulations having the purpose or effect of prohibiting unlawful discrimination against customers or potential customers and, to the knowledge of the Company, there are no complaints that the Business Entities, or any Person acting as an agent of the Business Entities, have engaged in any unlawful discrimination.
(k) To the knowledge of the Company, each individual who is currently providing services to the Business Entities, or who previously provided services to the Business Entities, as an independent contractor or consultant is or was, respectively, properly classified and properly treated as an independent contractor or consultant by Inpixon, the Company or the applicable Company Subsidiary. Each individual who is currently providing services to the Business Entities through a third-party service provider, or who previously provided services to the Business Entities through a third-party service provider, is not and was not, respectively, an employee of Inpixon, the Company or any of the Company Disclosure LetterSubsidiaries. None of the Business Entities have a single employer, (i) all Persons who perform services for the Company are either United States citizens joint employer, alter ego or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and similar relationship with any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedingcompany.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 2 contracts
Samples: Merger Agreement (KINS Technology Group, Inc.), Merger Agreement (Inpixon)
Labor Relations; Employees. (a) (iExcept as set forth on Section 5.12(a)(ix) The of the Company Disclosure Letter, the Group is not or has at any time never been a party to or bound by any collective bargaining agreement, or any similar agreement agreement, Contract or arrangement with a labor union, works council trade union or other organization or body involving any of its employees or employee representativerepresentatives, or is otherwise required (iiunder any Law, under any Contract or otherwise) to provide benefits or working conditions under any of the foregoing, and no such agreement is being or has been negotiated by the CompanyGroup, and (iii) no other labor union union, works council or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Group. To the knowledge of the Company. There , except for the Chiayi City Corporate Labor Union of Far East Machinery Co., Ltd., there has been no labor organization activity involving any employees of the CompanyGroup. There The Group is no pending, not and since the Lookback Date there has been, no actual or, to the knowledge never been a member of the Company, any employers’ association or organization. The Group has never had any threatened strike, slowdown, work stoppage, lockout, lockout or other material labor dispute against or affecting the CompanyGroup or question concerning representation, and, by or with respect to the knowledge any of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeGroup’s employees.
(b) The Except as set forth on Section 5.14(b) of the Company Disclosure Letter, as of the date hereof and during the three (3) years preceding the date of this Agreement, the Group is, and since the Lookback date has been, in material compliance in all material respects with all applicable Laws respecting labor labor, employees and employment including issues, including, but not limited to, all Laws respecting terms and conditions of employment, termination of employment, occupational health and safety, wages and hours, overtime and overtime payment, working during rest days, 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, privacy issues, fringe benefits and employment practices, immigration, employment discrimination, harassment, disability rights or benefits, notices to employees, pay slips, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and issues, unemployment insurance, social security (or similar) and housing allowance fund, and the Group is not engaged and has never been engaged in any unfair labor practice of any nature.
(c) Since Except as set forth on Section 5.14(c) of the Lookback DateCompany Disclosure Letter, as of the date hereof and during the three (3) years preceding the date of this Agreement, the Company Group has not never received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against themit, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against themit, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending it before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, immigration or occupational safety and health Laws to conduct an investigation with respect to or relating to them it or notice that such investigation is in progress, or (v) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entitiesit, 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 clauses (i) through (v) herein, no Legal Proceeding relating to the foregoing such matters are pending or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to To the knowledge of the Company, no officer, executive, key employee of the Group with annual base salary in excess of US$150,000 or group at the level of employees has any plans manager or director or higher intends to terminate his, his or her or their employment. .
(e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company Group during the three (3) years preceding the date of this Agreement is in violation of (Ai) any term of any employment Contract, invention assignment agreement, patent disclosure agreement, restrictive covenantcovenants, including non-competition and non-solicitation, nondisclosure obligation or fiduciary duty to the Company Group, or (Bii) 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 Group or (B) the knowledge or use of trade secrets or proprietary information.
(f) The Company As of the date hereof and during the three (3) years preceding the date of this Agreement, all payments due from the Group 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 a liability on the books of the Group.
(g) As of the date hereof, the Group is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company Group that involves allegations relating to sexual or other harassment, sexual misconduct or discrimination by any officer, director, manager employee or employee officer of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the CompanyGroup. To the knowledge of the Company, there are in the last three (3) years, no facts that could reasonably be expected to give rise to a claim allegations of sexual harassment or misconductother harassment, other unlawful harassment sexual misconduct or unlawful discrimination have been made against any employee or retaliation against or involving the Company or any employee, officer, manager or director thereof.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application officer of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conductedGroup.
(h) Except as set forth on Section 4.21(h) As of the Company Disclosure Letterdate hereof and during the three (3) years preceding the date of this Agreement, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company Group has properly completed and retained a Form I-9 with respect to each of not misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedinghour Laws.
(i) The Company currently classify and have properly classified In the past three (i3) each years, the Group has not closed any site of its employees as exempt employment, effectuated any group layoffs of employees, furloughs, employment terminations or non-exempt implemented any early retirement, exit incentive or other group separation program, nor has the Group planned or announced any such action or program for the purposes future, whether temporary or permanent.
(j) In the past three (3) years, the Group has complied in all material respects with their respective obligations under applicable Law or any agreement with a labor union, works council or any other employee representative body to inform, consult with and/or obtain consent from any such entity. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required by applicable Law or any agreement, with any such entity for the Company to enter into this Agreement or to consummate any of the Fair Labor Standards Act Transactions and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance the FST Restructuring. The Group does not use any personnel under contract with applicable Law and for the purpose of all Company Benefit Plansmanpower agencies.
Appears in 2 contracts
Samples: Business Combination Agreement (Chenghe Acquisition I Co.), Business Combination Agreement (Chenghe Acquisition I Co.)
Labor Relations; Employees. (a) (i) The None of the Company Parties or any of their Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by a Company Party or any of the CompanyCompany Parties’ Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the CompanyCompany Parties, has sought to represent any of the employees of the CompanyCompany Parties or their Subsidiaries. There To the knowledge of the Company Parties, there has been no labor organization activity involving any employees of the CompanyCompany Parties or any of their Subsidiaries. There is no pendingpending and, and since the Lookback Date Company’s inception, there has been, been no actual or, to the knowledge of the CompanyCompany Parties, threatened strike, slowdown, work stoppage, lockout, lockout or other material labor dispute against or affecting the Company, and, to the knowledge a Company Party or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeCompany Parties.
(b) The Each of the Company isParties and their Subsidiaries are, and have been since the Lookback date has beenCompany’s inception, in compliance in all material respects with all applicable Laws respecting labor and employment including 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 Lookback DateCompany’s inception, the Company has Parties and their Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending pending, or, to the knowledge of the CompanyCompany Parties, threatened, nor has any such Legal Proceeding occurred since the Lookback DateCompany’s inception.
(d) The None of the Company Parties or any of their Subsidiaries (A) has no, and or has not had since the Lookback Date, 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 no, and or has not had since the Lookback Date, 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 the 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) and ), or (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the CompanyCompany Parties, no present or former employee, worker or independent contractor of a Company Party or any of the Company Parties’ Subsidiaries is in violation of (Ai) any restrictive covenant, nondisclosure obligation or fiduciary duty to a Company Party or any of the Company Parties’ Subsidiaries or (Bii) 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 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 any plans to terminate his, her or their employment or service arrangement with a Company Party or any of their Subsidiaries.
(f) The None of the Company Parties or any of the Company Parties’ Subsidiaries is not 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. Since the Lookback Date’s inception, there have not been any internal investigations by or on behalf of the 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 CompanyCompany Parties, there are no facts that could 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 or sexual misconduct, other unlawful harassment or unlawful discrimination against or involving the a Company Party or their Subsidiaries or any employee, officer, manager or director thereof.
(g) Since the Lookback DateCompany’s inception, the Company has Parties and their Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company has Parties, taken as a whole with their Subsidiaries, have sufficient employees to operate the business of the Company Parties and their Subsidiaries as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) 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 Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
(i) 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 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 Company Parties or any of their Subsidiaries have otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any COVID-19 Measures.
(j) None of the Company Parties or any of their Subsidiaries (i) is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and/or (ii) is a government contractor or subcontractor for purposes of any 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 workplace safety and insurance legislation and none of the Company Parties or any of their Subsidiaries has been reassessed in any material respect under such legislation since the Company’s inception and, to the knowledge of the Company Parties, no audit of a Company Party or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.
Appears in 1 contract
Labor Relations; Employees. (a) (i) The Neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, Collective Bargaining Agreement with any labor or any similar agreement with a labor trade union, works council council, employee representative body or other employee representativelabor organization or association (collectively, a “Labor Organization”), (ii) no such agreement Collective Bargaining Agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union employees of the Company or any other employee representative body has requested orof its Subsidiaries are represented by any Labor Organization with respect to their employment with the Company or its Subsidiaries, and (iv) no Labor Organization has, to the knowledge of the Company, has requested or made a pending demand for recognition or certification or sought to organize or represent any of the employees of the Company. There Company or its Subsidiaries with respect to their employment with the Company or its Subsidiaries.
(b) In the past three (3) years, there has been no labor organization activity involving any employees of the Company. There is no pending, and since the Lookback Date there has been, no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, or other material labor dispute against or affecting the Company or any Subsidiary of the Company, and, to .
(c) The execution of this Agreement and the knowledge consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Collective Bargaining Agreement. There is no labor organization or other representative of any employees of the Company, no event has occurred which, pursuant to applicable Law or circumstance exists that would reasonably any Collective Bargaining Agreement or other contract, must be expected notified, consulted or with which negotiations need to provide be conducted in connection with the basis of any such activity or disputetransactions contemplated by this Agreement.
(bd) The Each of the Company isand its Subsidiaries are, and since have been for the Lookback date has beenpast three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including 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.
(ce) Since Except as set forth on Section 4.14(e) of the Lookback DateCompany Disclosure Letter, in the past three (3) years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement Collective Bargaining Agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, .
(f) The Company and no Legal Proceeding relating its Subsidiaries are not currently (i) required to the foregoing matters comply with Executive Order 11246 or any other employment applicable Law requiring affirmative action or labor matters is pending orother employment-related actions for government contractors or subcontractors, or (ii) otherwise required to maintain an affirmative action plan; and, within the knowledge past three (3) years, neither the Company nor any of the Companyits Subsidiaries has received any written notice of, threatenedor been charged with, nor has any such Legal Proceeding occurred since the Lookback Dateviolation of any requirement to maintain an affirmative action plan.
(dg) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (A) any material term of any employment agreement, restrictive covenant, nondisclosure obligation or obligation, fiduciary duty or similar obligation (i) to the Company or any of the Company’s Subsidiaries or (Bii) 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.
(fh) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination harassment by any officer, director, manager or employee any(i) officer of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employeeof the Company’s Subsidiaries or (ii) employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above. In the last three (3) years, officer, manager no allegations of sexual harassment have been made against any (i) officer of the Company or director thereofany of the Company’s Subsidiaries in his or her capacity as such or (ii) employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above.
(gi) Since The Company and its Subsidiaries are, and in the Lookback Datepast three (3) years have been, in compliance in all material respects with all notice and other requirements under the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application Worker Adjustment and Retraining Notification Act of the WARN Act or 1988 and any similar foreign, state or local law relating to group terminationsplant closings and layoffs. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, the Company and its Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Schedule 4.16(a): (i) The each of the Company's and the Subsidiaries' employees are not members of any trade union; (ii) neither the Company nor any of its Subsidiaries has agreed to recognize any trade union or other collective bargaining representative, nor has any trade union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees; and (iii) there is not no question concerning representation as to any collective bargaining representative concerning employees of the Company or any of its Subsidiaries, and no trade union or representative thereof claims to or is seeking to represent employees of the Company or any of its Subsidiaries. No trade union organizational campaign or representation petition is currently pending with respect to any of the employees of the Company or any of its Subsidiaries, nor has any such campaign or petition occurred at any time been during the previous twenty four (24) months. There is no labor strike or labor dispute, slowdown, work stoppage or lockout pending or, to the Knowledge of Seller, threatened against or affecting the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout. Except as set forth on Schedule 4.16(a), neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, other labor contract or any similar individual agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company, and (iii) no labor union or any other employee representative body has requested or, applicable to the knowledge of the Company, has sought to represent any of the employees of the Company. There has been no labor organization activity involving any employees of the Company. There is no pending, and since the Lookback Date there has been, no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, or other material labor dispute against or affecting the Company, and, to the knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeits employees.
(b) The Except as set forth on Schedule 4.16(b), each of the Company and its Subsidiaries (i) is, and since has always been, to the Lookback date has beenKnowledge of Seller, in compliance in all material respects with all applicable Laws respecting regarding labor and employment including all practices, including, without limitation, Laws respecting relating to terms and conditions of employment, health and safetyequal employment opportunity, employee compensation, employee benefits, affirmative action, wages and hours, holiday pay plant closing and the calculation of holiday paymass layoff, working time, employee classification (with respect to both exempt vs. non-exempt status occupational safety and employee vs. independent contractor and worker status), child laborhealth, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ ' compensation, disability, unemployment compensation, whistle blower laws or other employment or labor relationsrelations laws, (ii) is not engaged, nor has it engaged, in any unfair labor practices, and there are no claims in existence, pending or, to the Knowledge of Seller, threatened against the Company or any of its Subsidiaries by a current or former employee leave issues for an unfair labor practice, and unemployment insurance(iii) has no charges, complaints or proceedings before an Governmental Entity responsible for regulating labor or employment practices pending or, to the Knowledge of Seller, threatened against it.
(c) Since the Lookback Date, Schedule 4.16(c) sets forth a true and complete list of all employees of the Company has not received (i) written orand each of its Subsidiaries, to showing for each employee name, hire date, current job title or description, current salary level, accrued but unpaid vacation, any bonus, commission or other remuneration paid during the knowledge most recently completed fiscal year and a list of other terms of any and all material agreements affecting such employee. Except as set forth on Schedule 4.16(c), as of the Company, oral, notice date hereof none of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board employees of the Company or any of its Subsidiaries is currently on short-term or long term disability, absence, maternity or other Governmental Authority against them, (ii) written or, leave of absence. All contracts of service to which the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement Company or any other complaints, grievances of its Subsidiaries is a party can be terminated by it without payment of compensation (save as provided by applicable Law) and without giving rise to any claim for damages by three (3) months' notice or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Dateless.
(d) The Company (A) has noSecondment Agreement is in full force and effect and, to the Knowledge of Seller, will continue in full force and has not had since effect after the Lookback Date, 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 Effective Date without the foregoing, (B) has no, and has not had since the Lookback Date, any material liability for any payment to any trust or other fund governed by or maintained by or on behalf consent of any Governmental Authority with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractorparty.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information.
(f) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth in Section 3.13(a) of the Seller Disclosure Schedule, (i) The Company is not or has at any time been the Sold Companies are not, nor since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, organization or works council (other than any national or other employee representativeregional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no such agreement is being negotiated union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the CompanyBusiness Employees’ exclusive bargaining representative, and (iii) no labor union or any other employee representative body has requested are pending or, to the knowledge Knowledge of the CompanySeller, has sought to represent threatened against any of the employees of the Company. There has been Sold Companies, (iii) there is no labor organization activity involving any employees of the Company. There is no strike or work stoppage pending, and since the Lookback Date there has been, no actual or, to the knowledge Knowledge of the CompanySeller, threatened strikeagainst any of the Sold Companies, slowdown, work stoppage, lockout, or other material labor dispute against or affecting (iv) the Company, andSold Companies are not involved in or, to the knowledge Knowledge of the CompanySeller, no event has occurred threatened, with any organized labor dispute, material grievance, or circumstance exists that would reasonably be expected litigation relating to provide the basis labor matters involving any Business Employees, including violation of any such activity labor, safety or disputeemployment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be material to the Sold Companies or the Business, (v) to the Knowledge of Seller, there is no unfair labor practice charge or comparable or analogous complaint alleged against the Sold Companies or pending before the National Labor Relations Board (or equivalent regulatory body, tribunal or authority) against the Sold Companies, and (vi) there is no grievance, arbitration hearing, or arbitration award pending or, to the Knowledge of Seller, threatened against the Sold Companies in respect of the Business which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be material to the Sold Companies or the Business.
(b) The Company isExcept as set forth in Section 3.13(b) of the Seller Disclosure Schedule, the Sold Companies (i) are and at all times since the Lookback date has January 1, 2013 have been, in compliance in all material respects with all applicable Laws respecting labor and relating to the employment of the Business Employees, including all Laws respecting terms and conditions of employmentthose related to wages, health and safety, wages and hours, holiday pay eligibility for and the calculation payment of holiday payovertime compensation, working time, employee worker classification (with respect to both exempt vs. non-exempt status including the proper classification of independent contractors and employee vs. independent contractor and worker statusconsultants), child laborcontributions to Governmental Authority compensation or benefit funds or programs, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative actionunemployment insurance, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) Since the Lookback Date, the Company has not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or harassment, discrimination, disability rights and benefits, affirmative action, plant closings and mass layoffs, and occupational safety and health Laws to conduct an investigation Laws, in each case, with respect to the Business Employees; (ii) are not liable in any material respects for any unpaid wages, salary, vacation pay, sick pay, overtime pay, commissions, bonuses, severance and termination pay, benefits or relating to them other compensation for any services or notice that such investigation is in progressotherwise arising under any policy, practice, Contract, plan, or program; (viii) written orare not party to, to the knowledge of the Company, oral, notice and have no Knowledge of any material pending or threatened complaints regarding any Business Employees’ overtime exemption status or entitlement to wages or overtime payments; (iv) are not party to, and have no Knowledge of any material complaint, lawsuit action, audit, investigation or other legal proceeding pending or threatened in any forum to be brought or filed, by or on behalf with any Governmental Authority involving the Sold Companies’ compliance with any employment, discrimination, labor or wage and hour Law, including the overtime exemption status of any present Business Employee or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach independent contractor classification status of any express or implied Contract of employment, any applicable Law governing employment or individual engaged by the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, Sold Companies as such; and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(dv) The Company (A) has no, and has are not had since the Lookback Date, liable for 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, (B) has no, and has not had since the Lookback Date, any material liability for any payment to any trust or other fund governed by or maintained by or on behalf of to any Governmental Authority Authority, with respect to unemployment compensation benefits, social security, social insurances Taxes or other benefits for Business Employees.
(c) The Sold Companies have not engaged in any plant closing or obligations for employee layoff activities within the last two (2) years that would violate or in any employees of way implicate the Company Worker Adjustment and Retraining Notification Act or any similar Law (the “WARN Act”).
(d) The Sold Companies have filed, maintained and complied with all records and reports pertaining to equal employment opportunities required under applicable Laws or any Government Contract, including, but not limited to, EEO-1 reports, VETS-100 and VETS-4214 reports, affirmative action plans, and other than routine payments to be made similar records and reports, and have done so in the normal course of business accordance with such Laws (and consistent with past practiceall implementing regulations) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractorGovernment Contract.
(e) Except as set forth on Section 4.21(e) To the Knowledge of the Company Disclosure Letter, Seller: (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information.
(f) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or Transferred Employees are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state country in which such Persons they are currently employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), States; and (ii) each all Business Employees employed by the Sold Companies during the past three (3) years were, at the time of its individual service providers as either employees or independent contractors their employment, legally entitled to work in accordance with applicable Law and for the purpose of all Company Benefit Planscountry that they were employed in at such time, including the United States.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth in Section 3.13(a) of the Seller Disclosure Schedule, (i) The Company is not or has at any time been the Sold Companies are not, nor since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, organization or works council (other than any national or other employee representativeregional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no such agreement is being negotiated union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the CompanyBusiness Employees' exclusive bargaining representative, and (iii) no labor union or any other employee representative body has requested are pending or, to the knowledge Knowledge of the CompanySeller, has sought to represent threatened against any of the employees of the Company. There has been Sold Companies, (iii) there is no labor organization activity involving any employees of the Company. There is no strike or work stoppage pending, and since the Lookback Date there has been, no actual or, to the knowledge Knowledge of the CompanySeller, threatened strikeagainst any of the Sold Companies, slowdown, work stoppage, lockout, or other material labor dispute against or affecting (iv) the Company, andSold Companies are not involved in or, to the knowledge Knowledge of the CompanySeller, no event has occurred threatened, with any organized labor dispute, material grievance, or circumstance exists that would reasonably be expected litigation relating to provide the basis labor matters involving any Business Employees, including violation of any such activity labor, safety or disputeemployment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be material to the Sold Companies or the Business, (v) to the Knowledge of Seller, there is no unfair labor practice charge or comparable or analogous complaint alleged against the Sold Companies or pending before the National Labor Relations Board (or equivalent regulatory body, tribunal or authority) against the Sold Companies, and (vi) there is no grievance, arbitration hearing, or arbitration award pending or, to the Knowledge of Seller, threatened against the Sold Companies in respect of the Business which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be material to the Sold Companies or the Business.
(b) The Company isExcept as set forth in Section 3.13(b) of the Seller Disclosure Schedule, the Sold Companies (i) are and at all times since the Lookback date has January 1, 2013 have been, in compliance in all material respects with all applicable Laws respecting labor and relating to the employment of the Business Employees, including all Laws respecting terms and conditions of employmentthose related to wages, health and safety, wages and hours, holiday pay eligibility for and the calculation payment of holiday payovertime compensation, working time, employee worker classification (with respect to both exempt vs. non-exempt status including the proper classification of independent contractors and employee vs. independent contractor and worker statusconsultants), child laborcontributions to Governmental Authority compensation or benefit funds or programs, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative actionunemployment insurance, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) Since the Lookback Date, the Company has not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or harassment, discrimination, disability rights and benefits, affirmative action, plant closings and mass layoffs, and occupational safety and health Laws to conduct an investigation Laws, in each case, with respect to the Business Employees; (ii) are not liable in any material respects for any unpaid wages, salary, vacation pay, sick pay, overtime pay, commissions, bonuses, severance and termination pay, benefits or relating to them other compensation for any services or notice that such investigation is in progressotherwise arising under any policy, practice, Contract, plan, or program; (viii) written orare not party to, to the knowledge of the Company, oral, notice and have no Knowledge of any material pending or threatened complaints regarding any Business Employees’ overtime exemption status or entitlement to wages or overtime payments; (iv) are not party to, and have no Knowledge of any material complaint, lawsuit action, audit, investigation or other legal proceeding pending or threatened in any forum to be brought or filed, by or on behalf with any Governmental Authority involving the Sold Companies’ compliance with any employment, discrimination, labor or wage and hour Law, including the overtime exemption status of any present Business Employee or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach independent contractor classification status of any express or implied Contract of employment, any applicable Law governing employment or individual engaged by the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, Sold Companies as such; and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(dv) The Company (A) has no, and has are not had since the Lookback Date, liable for 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, (B) has no, and has not had since the Lookback Date, any material liability for any payment to any trust or other fund governed by or maintained by or on behalf of to any Governmental Authority Authority, with respect to unemployment compensation benefits, social security, social insurances Taxes or other benefits for Business Employees.
(c) The Sold Companies have not engaged in any plant closing or obligations for employee layoff activities within the last two (2) years that would violate or in any employees of way implicate the Company Worker Adjustment and Retraining Notification Act or any similar Law (the "WARN Act").
(d) The Sold Companies have filed, maintained and complied with all records and reports pertaining to equal employment opportunities required under applicable Laws or any Government Contract, including, but not limited to, EEO-1 reports, VETS-100 and VETS-4214 reports, affirmative action plans, and other than routine payments to be made similar records and reports, and have done so in the normal course of business accordance with such Laws (and consistent with past practiceall implementing regulations) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractorGovernment Contract.
(e) Except as set forth on Section 4.21(e) To the Knowledge of the Company Disclosure Letter, Seller: (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information.
(f) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or Transferred Employees are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state country in which such Persons they are currently employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), States; and (ii) each all Business Employees employed by the Sold Companies during the past three (3) years were, at the time of its individual service providers as either employees or independent contractors their employment, legally entitled to work in accordance with applicable Law and for the purpose of all Company Benefit Planscountry that they were employed in at such time, including the United States.
Appears in 1 contract
Samples: Stock Purchase Agreement (Caci International Inc /De/)
Labor Relations; Employees. (a) (iExcept as set forth on Section 3.14(a) The Company of the VS Disclosure Letter, none of the VS Companies is not or has at any time been a party to or bound by any collective bargaining CBA, works council agreement, or any similar agreement Contract or any bargaining relationship with a any labor union, works council council, labor organization or other employee representative, (ii) ; no such agreement is being negotiated by the any VS Company, and (iii) ; no labor union union, works council, labor organization or any other employee representative body has requested or, to the knowledge of the CompanyVS Companies, has sought to represent any of the employees of the VS Companies; and none of the employees of any of the VS Companies is represented by a labor union, works council, labor organization or employee representative with respect to their employment with any VS Company. There To the knowledge of the VS Companies, there has been no labor organization organizing activity involving any employees of the CompanyVS Companies. There is no pendingIn the past three (3) years, and since the Lookback Date there has been, been no actual or, to the knowledge of the CompanyVS Companies, threatened unfair labor practice charge, material grievance, arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, or other material labor dispute against or affecting the Company, and, to the knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeVS Companies.
(b) The Company isVS Companies are, and since have been for the Lookback date has beenpast three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment employment, including all Laws respecting terms and conditions of employment, employment standards, 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, immigrationimmigration (including with respect to the completion of Forms I-9 and visa requirements), employment discriminationharassment, discrimination and retaliation, human rights accessibility, pay equity, COVID-19, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffslayoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)), affirmative action, workers’ compensation, labor relations, employee leave issues issues, paid time off, and unemployment insurance.
(c) Since the Lookback Date, the Company has not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or . There are no material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is Proceedings pending or, to the knowledge of the CompanyVS Companies, threatened, nor has relating to current or former employees of any such Legal Proceeding occurred since the Lookback DateVS Company.
(dc) The Company (A) has no, and has Except as would not had since the Lookback Date, any result in material liability for any arrears of wages or other compensation for services VS Company: (including i) each VS Company has fully and timely paid all wages, salaries, wage premiums, commissions, fees bonuses, severance and termination payments, fees, and other compensation that have come due and payable to its current and former employees and independent contractors under applicable Law, Contract or bonuses)company policy; and (ii) each individual who is providing or within the past three (3) years has provided services to any VS Company and is or was classified and treated as an independent contractor, consultant, leased employee, or any penalty other non-employee service provider is and has been properly classified and treated as such for all applicable purposes.
(d) To the knowledge of the VS Companies, all sexual harassment, or other sums for failure to comply discrimination, retaliation or policy violation allegations within the past three (3) years have been investigated and addressed in accordance with any of the foregoing, (B) has no, and has applicable Law. The VS Companies do not had since the Lookback Date, reasonably expect 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractorallegations.
(e) Except No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or material reduction in salary or wages has occurred since March 1, 2020 or is currently contemplated, planned or announced, as set forth on Section 4.21(e) a result of the Company Disclosure LetterCOVID-19 or any Law, (i) all officersdirective, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost guidelines or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information.
(f) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination recommendations by any officer, director, manager Governmental Authority in connection with or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect in response to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereofCOVID-19.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Labor Relations; Employees. (a) (i) The Neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, Collective Bargaining Agreement with any labor or any similar agreement with a labor trade union, works council council, employee representative body or other employee representativelabor organization or association (collectively, a “Labor Organization”), (ii) no such agreement Collective Bargaining Agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union employees of the Company or any other employee representative body has requested orof its Subsidiaries are represented by any Labor Organization with respect to their employment with the Company or its Subsidiaries, and (iv) no Labor Organization has, to the knowledge of the Company, has requested or made a pending demand for recognition or certification or sought to organize or represent any of the employees of the Company. There Company or its Subsidiaries with respect to their employment with the Company or its Subsidiaries.
(b) In the past three (3) years, there has been no labor organization activity involving any employees of the Company. There is no pending, and since the Lookback Date there has been, no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, or other material labor dispute against or affecting the Company, and, to the knowledge Company or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(bc) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Collective Bargaining Agreement.
(d) Each of the Company isand its Subsidiaries are, and since have been for the Lookback date has beenpast three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including 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.
(ce) Since Except as set forth on Section 4.14(e) of the Lookback DateCompany Disclosure Letter, in the past three (3) years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement Collective Bargaining Agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, .
(f) The Company and no Legal Proceeding relating its Subsidiaries are not currently (i) required to the foregoing matters comply with Executive Order 11246 or any other employment applicable Law requiring affirmative action or labor matters is pending orother employment-related actions for government contractors or subcontractors, or (ii) otherwise required to maintain an affirmative action plan; and, within the knowledge past three (3) years, neither the Company nor any of the Companyits Subsidiaries has received any written notice of, threatenedor been charged with, nor has any such Legal Proceeding occurred since the Lookback Dateviolation of any requirement to maintain an affirmative action plan.
(dg) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (A) any material term of any employment agreement, restrictive covenant, nondisclosure obligation or fiduciary duty (i) to the Company or any of the Company’s Subsidiaries or (Bii) 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.
(fh) The Neither the Company nor any of the Company’s Subsidiaries is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or any form of illegal discrimination by an officer of the Company or any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company’s Subsidiaries. To the knowledge of the Company, there are in the last four (4) years, no facts that could reasonably be expected to give rise to a claim allegations of sexual harassment harassment, sexual misconduct or misconduct, other unlawful harassment or unlawful any form of illegal discrimination or retaliation have been made against or involving an officer of the Company or any employee, officer, manager or director thereofof the Company’s Subsidiaries.
(gi) Since In the Lookback Datepast three (3) years, the Company has not engaged and its Subsidiaries are and have been in layoffs, furloughs or employment terminations sufficient to trigger application compliance in all material respects with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of the WARN Act or 1988 and any similar foreign, state or local law relating to group terminationsplant closings and layoffs. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, the Company and its Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter: (i) The neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, arrangement; (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company, and ’s Subsidiaries; (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; and (iv) there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company. There has been no , threatened in writing to be brought or filed with the National Labor Relations Board or any other applicable labor organization activity involving any relations authority with respect to employees of the CompanyCompany or its Subsidiaries. There is no pendingIn the past three (3) years, and since the Lookback Date there has been, been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockoutlabor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company, and, to the knowledge Company or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) The Each of the Company isand its Subsidiaries are, and since have been for the Lookback date has beenpast three (3) years, in material compliance in all material respects with all applicable Laws respecting labor and employment including 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 In the Lookback Datepast three (3) years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any material unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, ; (ii) written or, to the knowledge of the Company, oral, notice of any material complaints, grievances or arbitrations arising out of any collective bargaining agreement to which the Company or any other complaints, grievances or arbitration procedures against them, its Subsidiaries is bound; (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to against them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, ; (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any material complaint, lawsuit or other proceeding pending or threatened in before any forum Governmental Authority against them 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, breach of 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 of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (Ai) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries; or (Bii) 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 material trade secrets or proprietary informationsecrets.
(fe) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of In the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
past three (g3) Since the Lookback Dateyears, the Company has and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar state or local law Law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letterand its Subsidiaries have not engaged in layoffs or furloughs or effected any broad-based salary or other compensation or benefits reductions, (i) all Persons who perform services for the Company are either United States citizens in each case, whether temporary or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986permanent, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on 2020 through the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedingdate hereof.
(if) The Company currently classify and have properly classified In the past three (3) years: (i) each no allegations of sexual harassment or sexual misconduct have been made in writing, or, to the knowledge of the Company, threatened to be made against or involving any current or former officer, director or other employee at the level of Vice President or above by any current or former officer, employee or individual service provider of the Company or any of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), Subsidiaries; and (ii) each neither the Company nor any of its individual service providers as either employees Subsidiaries has entered into any settlement agreements resolving, in whole or independent contractors in accordance with applicable Law and for the purpose part, allegations of all Company Benefit Planssexual harassment or sexual misconduct by any current or former officer, director or other key employee.
Appears in 1 contract
Labor Relations; Employees. (a) (i) The Neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company or any Subsidiary of the Company, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company. There , there has been no labor organization activity involving any employees of the CompanyCompany or any of its Subsidiaries. There is no pendingpending and, and since in the Lookback Date past three years, there has been, been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, lockout or other material labor dispute against or affecting the Company, and, to the knowledge Company or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) The Each of the Company isand its Subsidiaries are, and since have been for the Lookback date has beenpast three years, in compliance in all material respects with all applicable Laws respecting labor and employment including 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 In the Lookback Datepast three years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since in the Lookback Datepast three years.
(d) The None of the Company or any of its Subsidiaries (A) has no, and or has not had since in the Lookback Date, past three years 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 no, and or has not had since in the Lookback Date, past three years 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 the Company or any of its Subsidiaries (other than routine payments to be made in the normal course of business and consistent with past practice) and ), or (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any Subsidiary of the Company is in violation of (Ai) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any Subsidiary of the Company or (Bii) 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 Subsidiary of the Company or (B) the knowledge or use of trade secrets or proprietary information. In the past 12 months (i) no director, manager, officer, or management-level or key employee’s employment with the Company or any of its Subsidiaries has been terminated or furloughed for any reason; and (ii) no director, manager, officer, or management-level or key employee, or group of employees, has provided notice of any plans to terminate his, her or their employment or service arrangement with the Company or any of its Subsidiaries.
(f) The None of the Company or its Subsidiaries is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any Subsidiary of the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since Company or any Subsidiary of the Lookback DateCompany and, in the last three years, there have not been any internal investigations by or on behalf of the Company or any Subsidiary of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company or any of its Subsidiaries. In the last three years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any officer, director, manager or employee of the Company or any Subsidiary of the Company, and the Company and its Subsidiaries have not otherwise become aware of any such allegations. To the knowledge of the Company, there are no facts that could would reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or its Subsidiaries or any employee, officer, manager or director thereof.
(g) Since In the Lookback Datepast three years, the Company has and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company and its Subsidiaries currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
(i) No employee layoff, facility closure or shutdown (whether voluntary or by order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Company or any of its Subsidiaries has occurred in the past six (6) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. None of the Company or any of its Subsidiaries have otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any COVID-19 Measures.
(j) None of the Company or any of its Subsidiaries (i) is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and/or (ii) is a government contractor or subcontractor for purposes of any 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 workplace safety and insurance legislation and none of the Company or any of its Subsidiaries has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.
Appears in 1 contract
Samples: Merger Agreement (Khosla Ventures Acquisition Co. II)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, (i) The neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representativearrangement, (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company. There has been Company or its Subsidiaries, and (iv) there are no labor organization activity involving any employees representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority. There is no pendingIn the past three (3) years, and since the Lookback Date there has been, been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockoutlabor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company, and, to the knowledge Company or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) The Each of the Company isand its Subsidiaries are, and since have been for the Lookback date has beenpast three (3) years, in material compliance in all material respects with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) Since In the Lookback Datepast three (3) years, the Company has and its Subsidiaries have not received (i) written notice of any unfair labor practice charge or complaint pending or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against themagreement, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written notice of any complaint, lawsuit, arbitration, or other proceeding pending or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment employment, or classes groups 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 of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker employee or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (Ai) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (Bii) 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 informationthe Company’s Trade Secrets.
(fe) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of In the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
past three (g3) Since the Lookback Dateyears, the Company has and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof and the Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
(hf) Except as set forth on Section 4.21(h) During the past three years prior to the date of this Agreement, to the knowledge of the Company Disclosure LetterCompany, (i) all Persons who perform services for no allegations of sexual harassment or sexual misconduct have been made against or involving any current or former officer, director or Key Employee by any current or former officer, employee or individual service provider of the Company are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), Subsidiaries and (ii) each neither the Company nor any of its individual service providers as either employees Subsidiaries has entered into any settlement agreements resolving, in whole or independent contractors in accordance with applicable Law and for part, allegations of sexual harassment or sexual misconduct by any current or former officer, director or Key Employee.
(g) As of the purpose date of all Company Benefit Plansthis Agreement, no Key Employee has given any notice of an intention to terminate his/her employment.
Appears in 1 contract
Labor Relations; Employees. (a) (i) The Company is not or has at no dealings with any time recognized unions and there are no collective agreements in place. No request has been a party to or bound made by any collective bargaining agreement, employee or otherwise for GMIL to recognize or negotiate with any similar agreement with a labor union, works council trade union or other employee representative, (ii) no such agreement association to represent employees. There is being negotiated by the Company, and (iii) no labor union dispute or any other employee representative body has requested work stoppage pending or, to the knowledge Knowledge of the CompanySellers, has sought to represent any of the employees of the Company. There has been no labor organization activity involving any employees of threatened against the Company. There is no pending, and since unfair labor practice charge or complaint or other action against the Lookback Date there has been, no actual Company pending or, to the knowledge Knowledge of the CompanySellers, threatened strikebefore any local or foreign governmental authority or agency. During the past three years, slowdownthere has been no labor strike or work stoppage actually pending or, work stoppageto the Knowledge of Sellers, lockout, or other material labor dispute threatened against or affecting the Company, andno question concerning representation is pending or, to the knowledge Knowledge of Sellers, threatened respecting employees of the Company, and no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) written grievance is pending. The Company is, and since the Lookback date has been, in compliance in complied with all material respects with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of legal requirements relating to employment, health and safetyequal employment opportunity, 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 labornondiscrimination, immigration, employment discriminationwages, disability rights or hours, benefits, equal opportunity collective bargaining, the payment of social security and equal paysimilar taxes, occupational safety and health, and plant closures and layoffsclosing. To the Knowledge of the Sellers, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(c) Since as of the Lookback Datedate of execution of this Agreement, the Company has not received (i) written or, any notice of inspection or inquiry pursuant to the knowledge Safety Health in Industry Acts 1955 and 1980, or the Safety Health and Welfare at Work Xxx 0000 (“SHW Act”) and all regulations, directions, notices and orders made/served thereunder, and since September 7, 2007, has complied with any relevant codes of practice issued by the Health and Safety Authority pursuant to the SHW Act, except to the extent that non-compliance could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Sellers, as of the Companydate of execution of this Agreement, oral, no executive or key employee of the Company has provided written notice of any unfair labor practice charge his or material complaint pending her intention to terminate employment with the Company or threatened before the National Labor Relations Board to terminate his or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances her employment upon or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to transactions contemplated by this Agreement. To the foregoing matters or any other employment or labor matters is pending or, to the knowledge Knowledge of the CompanySellers, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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 as of the foregoingdate of execution of this Agreement, (B) has no, and has not had since the Lookback Date, 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 no management employee of the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment, and the Company has no present intention to terminate the employment of any employee. To the knowledge Except as set forth on Section 2.1(o)(i) of the CompanyDisclosure Schedule, there are no present legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances that are pending or, to the Knowledge of the Sellers as of the date of execution of this Agreement, threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, worker or independent contractor other person performing services, or any class of the foregoing, whether in the form of claims in respect of employment discrimination, harassment, victimization, unfair/wrongful dismissal, breach of contract, unfair business practice, unfair labor practices, wages, work hours, tort, unfair competition or otherwise.
(ii) The Company has delivered or made available to Buyer or its Representatives: (A) true and complete copies (including all amendments thereto) of each pension, retirement, savings, deferred compensation, and profit-sharing plan (including any trust, custodial, recordkeeping, service or insurance agreements thereunder) and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, vacation policies, holiday pay policies, severance pay policies, sick or personal pay policies, incentive bonus programs, company car policies and service award policies, or other similar plans or arrangements, under which the Company has any current or future obligation or liability (the term “plan” shall include any contract, agreement, policy or understanding, each such plan being hereinafter referred to individually as a “Plan”); (B) [reserved]; (C) any correspondence from or to any other Governmental Authority during the last three (3) years relating to such Plan(s); (D) a list of all such Plan(s) and arrangements is set forth on the attached Section 2.1(o)(ii)(D) of the Disclosure Schedule; and (E) true and complete copies of each employment agreement with respect to individuals to which the Company is a party and amendments thereto (other than employment or similar agreements entered into with non-United States residents in violation the ordinary course of (A) any restrictive covenant, nondisclosure obligation business in compliance with statutory requirements of the applicable laws of the country of such person’s residence or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary informationemployment).
(fiii) The Company There are no lawsuits, actions, claims, investigations or legal or administrative or arbitration proceedings (other than routine claims for benefits) pending or, to the Knowledge of Sellers, threatened, with respect to any Plan. With respect to each Plan, all contributions (including employee salary reduction contributions) and all material insurance premiums that have become due have been or will be paid in accordance with past practice and applicable law. Each Plan which requires approval under the Taxes Consolidation Act, 1997 has been approved and to the Knowledge of Sellers no event or circumstance exists that would reasonably result in revocation of such approval.
(iv) There are no outstanding options for or awards related to Shares and no such options or awards, payments with respect to such options or awards, or rights to be granted such options or awards shall be outstanding upon the Closing.
(v) With respect to any Person who is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves allegations relating to sexual harassmentCompany, sexual misconduct the purchase and sale contemplated hereunder will not by itself or discrimination by any officer, director, manager in combination with the voluntary or employee involuntary termination of the Company. Since the Lookback Date, there have not been any internal investigations by employment or on behalf of other relationship between such Person and the Company with respect (without regard to whether such termination has occurred or may occur) (i) cause any claims Plan to increase benefits payable to such Person or allegations of sexual harassmenthis/her beneficiary, misconduct (ii) entitle such Person or abuse against his/her beneficiary to severance pay, unemployment compensation or involving any employeeother payment, officer, manager benefit or director of the Company. To the knowledge of award from the Company, there are no facts that could reasonably be expected to give rise to a claim or (iii) accelerate or modify the time of sexual harassment payment or misconductvesting, other unlawful harassment or unlawful discrimination increase the amount of any benefit, award or retaliation against compensation due such Person or involving the Company or any employee, officer, manager or director thereofhis/her beneficiary.
(gvi) Since To the Lookback DateKnowledge of Sellers, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application complied with all of the WARN Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens or are legally entitled to work in the United States its obligations under the Immigration Reform Pensions Xxx 0000 and Control Act of 1986, as amended, and any other United States immigration Laws relating each Plan which is subject to the employment of non-United States citizens applicable Pensions Act has been operated in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 compliance with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedingthat Act.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Samples: Share Purchase Agreement (Mine Safety Appliances Co)
Labor Relations; Employees. (a) (iExcept as set forth on Section 3.17(a) The of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor unionagreement, works council or other employee representative, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union union, works council or any other employee representative body has requested orhas, to the knowledge Knowledge of the Company, has requested or sought to represent any of the employees of the Company or its Subsidiaries. To the Knowledge of the Company. There has , there have been no labor organization activity involving any employees of the CompanyCompany or any of its Subsidiaries. There is no pendingIn the past three (3) years, and since the Lookback Date there has been, been no actual or, to the knowledge Knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, lockout or other material labor dispute against or affecting the Company, and, to the knowledge Company or any Subsidiary of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or dispute.
(b) The Except as would not have a Company isMaterial Adverse Effect, each of the Company and its Subsidiaries are, and since have been for the Lookback date has beenpast three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment applicable to the Company’s and its Subsidiaries (including in respect of each of its employees and Direct Consultants) 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 Except as would not have a Company Material Adverse Effect, in the Lookback Datepast three (3) years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against themagreement, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, worker classification, 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) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in before any forum Governmental Authority by or on behalf of any present or former employee or other service provider (including pet services providers) of such entities, any applicant for employment or classes of the foregoing alleging misclassification, 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 Legal Proceeding relating such matters are pending or to the foregoing matters or any other employment or labor matters is pending or, to the knowledge Knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company In the past three (A3) has noyears, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, any material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any no Governmental Authority with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of has determined that the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not delinquent in or its Subsidiaries has misclassified 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 services performed for it or amounts required to be reimbursed to such employees or independent contractorindividual as a non-employee.
(e) Except as set forth on Section 4.21(eIn the past three (3) of years, neither the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge nor any of the Company, no officer, executive, key employee or group of employees ’s Subsidiaries has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company is in violation of (A) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or (B) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to the right of any such individual to work for or provide services to the Company or the knowledge or use of trade secrets or proprietary information.
(f) The Company is not party to entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company that involves or any of the Company’s Subsidiaries resolving specific allegations made by such individual relating to sexual harassment, harassment or sexual misconduct by either (i) an officer of the Company or discrimination by any officer, director, manager of the Company’s Subsidiaries or (ii) an employee of the Company. Since the Lookback Date, there have not been Company or any internal investigations by or on behalf of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company’s Subsidiaries at or above the level of Vice President or Senior Director. To the knowledge Knowledge of the Company, there are in the last three (3) years, no facts that could reasonably be expected to give rise to a claim allegations of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation sexual misconduct have been made against or involving (i) an officer of the Company or any employee, officer, manager or director thereof.
(g) Since the Lookback Date, the Company has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Act Company’s Subsidiaries or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business (ii) an employee of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) or any of the Company Disclosure Letter, (i) all Persons who perform services for Company’s Subsidiaries at or above the Company are either United States citizens level of Vice President or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and has, in good faith, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedingSenior Director.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
Samples: Merger Agreement (Rover Group, Inc.)
Labor Relations; Employees. (a) Except as set forth in Section 5.15(a) of the Company Disclosure Letter, (i) The neither the Company nor any of its Subsidiaries is not or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representativeagreement, (ii) no such agreement is being negotiated by the Company, Company or any of its Subsidiaries and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the CompanyCompany or any of its Subsidiaries. There is no, and to the knowledge of the Company, there has been no not been, labor organization activity involving any employees of the CompanyCompany or any of its Subsidiaries. There is no pendingIn the past three years, and since the Lookback Date there has been, been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout, lockout or other material labor dispute against or affecting the Company, and, to the knowledge Company or any of the Company, no event has occurred or circumstance exists that would reasonably be expected to provide the basis of any such activity or disputeits Subsidiaries.
(b) The Each of the Company isand its Subsidiaries are, and since have been during the Lookback date has beenpast three years, in compliance in all material respects with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not be material to the Company and its Subsidiaries, taken as a whole.
(c) Since During the Lookback Datepast two years, the Company has and its Subsidiaries have not received (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) written or, and to the knowledge of the Company, oralnone is threatened, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) written or, and to the knowledge of the Company, oralnone is threatened, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, and to the knowledge of the Company, oralnone 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 such investigation is in progress, or (v) written or, and to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters none is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred since the Lookback Date.
(d) The Company (A) has no, and has not had since the Lookback Date, 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, (B) has no, and has not had since the Lookback Date, 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 the Company (other than routine payments to be made in the normal course of business and consistent with past practice) and (C) is not 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 services performed for it or amounts required to be reimbursed to such employees or independent contractor.
(e) Except as set forth on Section 4.21(e) of the Company Disclosure Letter, (i) all officers, employees, independent contractors and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company, (ii) there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to terminate such individual’s employment with the Company and (iii) to the knowledge of the Company, no officer, executive, key employee or group of employees has any plans to terminate his, her or their employment. To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of its Subsidiaries is in violation in any material respect of (Ai) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of its Subsidiaries or (Bii) 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 its Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information.
(fe) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of Neither the Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by nor any officer, director, manager or employee of the Company. Since the Lookback Date, there have not been ’s Subsidiaries reasonably expects any internal investigations by or on behalf of the Company material liabilities with respect to any claims or allegations of sexual harassment, misconduct or abuse against other discrimination, retaliation or involving policy violation allegations, or has knowledge of any employeesuch allegations relating to officers, officerdirectors, manager employees, contractors, or director agents of the Company and its Subsidiaries, that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.
(f) 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 a liability on the books of the Company. To the knowledge of the Company, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or any employee, officer, manager or director thereof.
(g) Since During the Lookback Datepast three years, the Company has and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the WARN Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company has sufficient employees to operate the business of the Company as currently conducted.
(h) Except as set forth on Section 4.21(h) of the Company Disclosure Letter, (i) all Persons who perform services for the Company are either United States citizens terminations or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and effected any broad-based salary or other United States immigration Laws relating to the employment of non-United States citizens applicable in the state in which such Persons are employed, (ii) the Company has properly completed and retained a Form I-9 with respect to each of its current and past employees employed since January 1, 2018, and hascompensation or benefits reductions, in good faitheach case, verified and fully recorded on the Form I-9 the information for the documents establishing identity and work authorization for each of its employees, and (iii) since January 1, 2018, the Company has not been the subject of an audit whether temporary or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceedingpermanent.
(i) The Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.
Appears in 1 contract
