Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Letter, (i) none of Inpixon, the Company or any of the Company Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement with any labor or trade union, labor organization, works council or other employee representative body covering any Business Employees, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any of the Company Subsidiaries, (iii) no Business Employees are represented by any labor 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 Business Employees. To the knowledge of the Company, there has been no labor organization activity involving any Business Employees with respect to their employment with the Business Entities. In the past three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other material labor dispute against or affecting the Business 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 Business Entities are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, 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. (d) In the past three (3) years, the Business Entities have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee 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. (e) Except as set forth on Section 4.15(e) of the Company Disclosure Letter, the Business Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan. (f) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Business Entities is in any respect in violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to the Business Entities or (ii) 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 Business Entities or (B) the knowledge or use of trade secrets or proprietary information. (g) None of the Business Entities are party to a settlement agreement with a current or former director, officer, employee or independent contractor of the 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 of the Company Subsidiaries or (ii) a Business Employee at the level of Manager or above. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer of the Business Entities or (ii) a Business Employee at the level of Manager or above. (h) Except as set forth on Section 4.15(h) of the Company Disclosure Letter, the Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The 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 Enterprise Apps Business as currently conducted. (i) 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 an 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 2 contracts
Samples: Merger Agreement (Inpixon), Merger Agreement (KINS Technology Group, Inc.)
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Letter, (i) none of Inpixon, Neither the Company or nor any of the Company its Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement Collective Bargaining Agreement with any labor or trade union, labor organizationworks council, works council or other employee representative body covering any Business Employeesor labor organization or association (collectively, a “Labor Organization”), (ii) no such agreement or arrangement Collective Bargaining Agreement is being negotiated by Inpixon, the Company or any of the Company Company’s Subsidiaries, (iii) no Business Employees employees of the Company or any of its Subsidiaries are represented by any labor or trade union, labor organization, works council or other employee representative body Labor Organization with respect to their employment with the Business EntitiesCompany or its Subsidiaries, and (iv) no labor or trade union, labor organization, works council, group of employees, or any other employee representative body has requested orLabor 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 Business Employees. To the knowledge employees of the Company, there has been no labor organization activity involving any Business Employees Company or its Subsidiaries with respect to their employment with the Business Entities. Company or its Subsidiaries.
(b) In the past three (3) years, there has been no actual or or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, lockout or other material labor dispute against or affecting the Business Entities.
(b) Inpixon, Company or any Subsidiary of 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 AgreementCompany.
(c) The Business Entities 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 and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting laborlabor and employment, employment and employment practices including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, worker holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, 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, 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.
(de) In Except as set forth on Section 4.14(e) of the Company Disclosure Letter, in the past three (3) years, the Business Entities Company and its Subsidiaries have not received (i) 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) 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) 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) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee 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.
(ef) Except as set forth on Section 4.15(e) of the The Company Disclosure Letter, the Business Entities and its Subsidiaries are not and have not been: currently (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iiiii) otherwise required to maintain an affirmative action plan; and, within the past three (3) years, neither the Company nor any of its Subsidiaries has received any written notice of, or been charged with, any violation of any requirement to maintain an affirmative action plan.
(fg) To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries’ is in any respect in material violation of (i) any material term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, obligation or fiduciary duty, or other obligation duty (i) to the Business Entities Company or any of the Company’s Subsidiaries or (ii) 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 Business Entities Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(gh) None Neither the Company nor any of the Business Entities are Company’s Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or any form of illegal discrimination by either (i) a director or an officer of Inpixon, the Company or any of the Company Subsidiaries or (ii) a Business Employee at the level of Manager or aboveCompany’s Subsidiaries. To the knowledge of the Company, in the last five four (54) years, no allegations of sexual harassment, sexual misconduct or any form of illegal discrimination have been made against (i) a director or an officer of the Business Entities Company or (ii) a Business Employee at any of the level of Manager or aboveCompany’s Subsidiaries.
(hi) Except as set forth on Section 4.15(hIn the past three (3) of years, the Company Disclosure Letter, and its Subsidiaries are and have been in compliance in all material respects with all notice and other requirements under the Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Worker Adjustment and Retraining Notification Act or of 1988 and any similar foreign, state or local law relating to plant closingsclosings and layoffs. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, layoffs or group terminations. The Business Entities 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, 2022 2020 through the date hereof. The Business Employees represent the entirety of the individuals necessary Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the Enterprise Apps Business business of the Company and its Subsidiaries as currently conducted.
(i) 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 an 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a4.14(a) of the Company Disclosure Letter, (i) none of Inpixon, neither the Company or nor any of the Company its Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement with any labor or trade union, labor organization, works council or other employee representative body covering any Business Employeesbody, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any of the Company Company’s Subsidiaries, (iii) no Business Employees employees of the Company or any of its Subsidiaries are represented by any labor or trade union, labor organization, works council or other employee representative body with respect to their employment with the Business EntitiesCompany or any of its Subsidiaries, 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 Business Employeesemployees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any Business Employees with respect to their employment with employees of the Business EntitiesCompany or any of its Subsidiaries. In the past three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other material labor dispute against or affecting the Business EntitiesCompany or any Subsidiary of the Company.
(b) Inpixon, the The Company and the Company its 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 Business Entities are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, 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.
(dc) In the past three (3) years, the Business Entities Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other state or federal Governmental Authority responsible for the prevention of unlawful employment practices, (iviii) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, employment practices, 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 (viv) notice of any complaint, lawsuit or other proceeding material Legal Proceeding pending or threatened in any forum by or on behalf of any present or former employee or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employmentemployment or engagement, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment or contractor relationship.
(e) Except as set forth on Section 4.15(e) of the Company Disclosure Letter, the Business Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(fd) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries’ is in any respect in material violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, obligation or fiduciary duty, or other obligation duty (i) to the Business Entities Company or any of the Company’s Subsidiaries or (ii) 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 Business Entities Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information.
(ge) None Neither the Company nor any of the Business Entities are Company’s Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) a director or an officer or director of Inpixon, the Company or any of the Company Company’s Subsidiaries or (ii) a Business Employee an employee of the Company or any of the Company’s Subsidiaries at the level of Manager director or above. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer or director of the Business Entities Company or any of the Company’s Subsidiaries or (ii) a Business Employee an employee of the Company or any of the Company’s Subsidiaries at the level of Manager director or above, in each case in their capacity as such.
(hf) Except as set forth on Section 4.15(hIn the past three (3) of years, the Company Disclosure Letter, the Business Entities and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The Business Entities Company and its Subsidiaries 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 2020 through the date hereof. The Business Employees represent the entirety of the individuals necessary Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the Enterprise Apps Business business of the Company and its Subsidiaries as currently conducted.
(ig) To the knowledge of the Company, no Business Employee (i) with annual base salary employee of $100,000 the Company or more or (ii) any Company’s Subsidiaries at the level of Vice President director or higher, higher intends to terminate his or her employment.
(j) The Business Entities and, to the knowledge of the Company, each Person acting as an 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 1 contract
Samples: Business Combination Agreement (Bright Lights Acquisition Corp.)
Labor Relations; Employees. The Company employs a total of 14 employees (aincluding managers, officers and contract employees) in connection with its business, operations and affairs, and the names, positions, time devoted to the business, length of employment with the Company, current salaries and benefits of such employees are set forth on Schedule 5.15 of the Company Disclosure Letter. The employees set forth on Schedule 5.15 of the Company Disclosure Letter constitute all of the individuals used in connection with the Company's business, operations and affairs in the Ordinary Course of Business. Except as set forth on Section 4.15(a) Schedule 5.15 of the Company Disclosure Letter, :
(ia) none no employees or group of Inpixon, the Company or any of the Company Subsidiaries is employees have attempted to conduct an election for a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement with any labor or trade union, labor organization, works council or other employee representative body covering any Business Employees, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any of the Company Subsidiaries, (iii) no Business Employees are represented by any labor 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 Business Employees. To the knowledge of the Company, there has been no labor organization activity involving any Business Employees with respect to their employment with the Business Entities. In the past three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other material labor dispute against or affecting the Business Entities.unit;
(b) Inpixonduring the preceding five (5) year period, the Company has not been subject to any administrative or judicial restrictions relating to labor 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.employment practices;
(c) The Business Entities are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, 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.
(d) In the past three (3) years, the Business Entities have not received (i) notice of any there is no unfair labor practice charge practices complaint or other complaint relating to employee matters against the Company pending or threatened before the National Labor Relations Board or any other Governmental Authority against themgovernmental authority;
(d) there is no labor strike, (ii) notice of any complaintsdispute, grievances slowdown or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding stoppage 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 against 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.Company;
(e) Except as set forth on Section 4.15(e) of the Company Disclosure Letteris not delinquent in payments to any of its employees for any compensation, benefits or reimbursements;
(f) the Business Entities are Company is not a party or bound by any collective bargaining agreement;
(g) the Company has not been cited under the U.S. Occupational Safety and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 Health Act or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractorsrelating to harassment and discrimination, or (iii) otherwise required to maintain an affirmative action plan.
(f) To the knowledge as a result of the Company, no present 's work environment or former employee, worker conditions or independent contractor of the Business Entities is in any respect in violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to of its employees and neither the Business Entities or (ii) a former employer or engager Company nor Bxxxx is aware of any such individual relating events or circumstances that could reasonably be expected to (A) the right of any such individual to work for constitute or provide services to the Business Entities or (B) the knowledge or use of trade secrets or proprietary information.
(g) None of the Business Entities are party to result in a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities that involves allegations relating to sexual harassment, sexual misconduct harassment or discrimination by either (i) claim or a director or an officer of Inpixon, the Company or any of the Company Subsidiaries or (ii) a Business Employee at the level of Manager or above. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer of the Business Entities or (ii) a Business Employee at the level of Manager or above.hostile work environment;
(h) Except as set forth on Section 4.15(h) of no employee, contract employee or consultant is subject to any confidentiality, non-disclosure or non-compete agreement with a third party or any other restrictions with respect to such persons duties or activities for the Company Disclosure Letter, the Business Entities have not engaged or in layoffs, furloughs connection with or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closingsthe Company's business, layoffs or group terminations. The 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 Enterprise Apps Business as currently conducted.operations and affairs; and
(i) To the knowledge of the Companyeach employee, 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 an agent of the Business Entities, are in compliance in all material respects with all federal, state contract employee 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 Subsidiaries. None of the Business Entities have a single employerhas executed and delivered confidentiality and work-for hire agreements and such agreements are in full force and effect and an enforceable obligation against each such employee, joint employer, alter ego contract employee or similar relationship with any other companyconsultant.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on in Section 4.15(a4.14(a) of the Company Panavision Disclosure Letter, (i) none of Inpixon, the Company or any no member of the Company Subsidiaries Panavision Group is a party to or bound by any collective bargaining agreement, works council agreement, labor agreement or any similar Contract, (ii) no such Contract is being negotiated by any member of the Panavision Group, and (iii) no employees of the Panavision Group are represented by a union, works council or other labor-related Contract or arrangement labor organization with any respect to their employment with the Panavision Group. No labor or trade union, labor organization, works council or other employee representative body covering any Business Employees, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any group of employees of the Company SubsidiariesPanavision Group has made a pending demand for recognition or certification, (iii) and there are no Business Employees are represented by any labor representation or trade union, labor organization, works council certification proceedings or other employee representative body with respect petitions seeking a representation proceeding presently pending or threatened in writing to their employment be brought or filed with the Business Entities, and (iv) no labor or trade union, labor organization, works council, group of employees, National Labor Relations Board or any other employee representative body has requested orlabor relations tribunal or authority.
(b) Since January 1, to the knowledge of the Company, has sought to represent any of the Business Employees. To the knowledge of the Company2015, there has been no material labor organization activity involving any Business Employees with respect to their employment with the Business Entities. In the past three (3) yearsgrievance, there has been no actual or threatened material labor arbitration, unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other material labor dispute against or affecting any member of the Business EntitiesPanavision Group or, to the Knowledge of Panavision, threatened in writing; nor is there, to the Knowledge of Panavision, any labor organization activity pending or threatened in writing against any employee or member of the Panavision Group.
(bc) Inpixon, the Company and the Company Subsidiaries have The Panavision Group has satisfied any pre-signing legal or contractual requirement to provide notice or information to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which council that is representing any Business Employees, employee in connection with the execution of this Agreement or the transactions contemplated by consummation of the Transactions. The execution of this AgreementAgreement and the consummation of the Transactions will not result in any material breach or other material violation of any collective bargaining agreement, employment agreement, consulting agreement or other labor-related Contract to which any member of the Panavision Group is a party or bound.
(cd) The Business Entities arePanavision Group is, and have been for the past three (3) yearssince January 1, 2015 has been, in compliance in all material respects with all applicable Laws respecting laborlabor and employment, employment and employment practices including, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, 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 layoffsopportunity, affirmative action, workers’ compensation, labor relations, employee leave issues and issues, unemployment insurance.
(d) In , obligations under the past three (3) yearsNational Labor Relations Act and any notice and other requirements under the Workers’ Adjustment and Retraining Notification Act and any similar state or local Law. Since January 1, 2015, no member of the Business Entities have not Panavision Group has received (i) written notice of (A) any unfair labor practice charge or complaint pending or or, to the Knowledge of Panavision, threatened before the National Labor Relations Board or any other Governmental Authority against themany member of the Panavision Group, (iiB) notice of any material complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against themagreement, (iiiC) notice of any material charge or complaint with respect to or relating to them any member of the Panavision Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and 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 (vD) notice any material Action pending or, to the Knowledge of any complaintPanavision, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entitiesany member of the Panavision Group, 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.
(e) Except as set forth on in Section 4.15(e4.14(e) of the Company Panavision Disclosure Letter, to the Business Entities are not and Knowledge of Panavision, in the last three (3) years, no written allegations of sexual harassment have not been: been made against (i) a “contractor” any officer of the Panavision Group or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 any employee of the Panavision Group at a level of Vice President or any other applicable Law requiring affirmative action above or other employment-related actions for government contractors who supervises five (5) or subcontractors, or (iii) otherwise required to maintain an affirmative action planmore employees of the Panavision Group.
(f) Except as set forth in Section 4.14(f) of the Panavision Disclosure Letter, to the Knowledge of Panavision, no employee of the Panavision Group with an annual base salary in excess of $200,000 has provided written notice at least sixty (60) days prior to the date of this Agreement of his or her intent to terminate employment.
(g) Except as would not result in material liability for the Panavision Group, no member of the Panavision Group is delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.
(h) To the knowledge Knowledge of the CompanyPanavision, no present or former employee, worker employee or independent contractor of any member of the Business Entities Panavision Group with an annual base salary in excess of $200,000 is in any respect in material violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, obligation or fiduciary duty, or other obligation duty (i) to any member of the Business Entities Panavision Group or (ii) to a former employer or engager of any such individual relating to (A) to the right of any such individual to work for or provide services to any member of the Business Entities Panavision Group or (B) to the knowledge or use of trade secrets or proprietary information.
(gi) None No member of the Business Entities are party to a settlement agreement with a current or former directorPanavision Group is, officer, employee or independent contractor as of the 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 of the Company Subsidiaries or (ii) a Business Employee at the level of Manager or above. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer of the Business Entities or (ii) a Business Employee at the level of Manager or above.
(h) Except as set forth on Section 4.15(h) of the Company Disclosure Letter, the Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The 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 , a “contractor” or “subcontractor” as defined by Executive Order 11246 or required under applicable law to operate the Enterprise Apps Business as currently conductedmaintain an affirmative action plan.
(i) 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 an 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 1 contract
Samples: Business Combination Agreement (Saban Capital Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Letter, (i) none of Inpixon, the The Company is not or has at any of the Company Subsidiaries is time been a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement similar agreement with any a labor or trade union, labor organization, works council or other employee representative body covering any Business Employeesrepresentative, (ii) no such agreement or arrangement is being negotiated by Inpixonthe Company, the Company or any of the Company Subsidiaries, and (iii) no Business Employees are represented by any labor 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, union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the Business Employees. To the knowledge employees of the Company, there . There has been no labor organization activity involving any Business Employees with respect to their employment with employees of the Business EntitiesCompany. In There is no pending, and since the past three (3) years, Lookback Date there has been been, no actual or or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketinglockout, hand billing, lockout or other material labor dispute against or affecting the Business EntitiesCompany, 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) Inpixon, the 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 Business Entities areis, and have been for since the past three (3) yearsLookback date has been, in compliance in all material respects with all applicable Laws respecting labor, employment labor and employment practices including, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, worker holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, 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.
(dc) In Since the past three (3) yearsLookback Date, the Business Entities have 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 4.15(e4.21(e) of the Company Disclosure Letter, the Business Entities are not and have not been: (i) a “contractor” 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 “subcontractor” (as defined by Executive Order 11246)penalty to the Company, (ii) required there is no current officer, executive, key employee or group of employees of the Company who has indicated in writing an intention to comply terminate such individual’s employment with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or the Company and (iii) otherwise required to maintain an affirmative action plan.
(f) 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 Business Entities Company is in any respect in violation of (iA) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, obligation or fiduciary duty, duty to the Company or other (B) any restrictive covenant or nondisclosure obligation to the Business Entities or (ii) 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 Business Entities Company or (B) the knowledge or use of trade secrets or proprietary information.
(gf) None of the Business Entities are The Company is not party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) a director any officer, director, manager or an officer employee of Inpixonthe Company. Since the Lookback Date, the Company there have not been any internal investigations by or any on behalf of the Company Subsidiaries with respect to any claims or (ii) a Business Employee at allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the level of Manager or aboveCompany. To the knowledge of the Company, in the last five (5) years, there are no allegations facts that could reasonably be expected to give rise to a claim of sexual harassmentharassment or misconduct, sexual misconduct other unlawful harassment or unlawful discrimination have been made or retaliation against (i) a or involving the Company or any employee, officer, manager or director or an officer of the Business Entities or (ii) a Business Employee at the level of Manager or abovethereof.
(hg) Except as set forth on Section 4.15(h) of Since the Lookback Date, the Company Disclosure Letter, the Business Entities have has not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification WARN Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The 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 Company has sufficient employees to operate the Enterprise Apps Business business of the Company as currently conducted.
(ih) To the knowledge Except as set forth on Section 4.21(h) of the CompanyCompany Disclosure Letter, no Business Employee (i) with annual base salary 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 $100,000 or more or 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) at the level Company has properly completed and retained a Form I-9 with respect to each of Vice President 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 highera proceeding from the United States Department of Homeland Security, intends to terminate his including Immigration and Customs Enforcement, (or her employmentany predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(ji) The Business Entities and, to Company currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the knowledge purposes of the CompanyFair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each Person acting of its individual service providers as an agent of the Business Entities, are either employees or independent contractors in compliance in all material respects accordance with all federal, state applicable Law and local laws, statutes and regulations having for 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 discriminationall Company Benefit Plans.
(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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure LetterThe Seller and its Affiliates are not, (i) none of Inpixonwith respect to any IM Employee, the Company or any of the Company Subsidiaries is a party to to, bound by, or bound by negotiating in respect of, any collective bargaining agreement, agreement or any other labor-related Contract agreement with any labor union, association or arrangement with other employee group, nor, to the Knowledge of the Seller, is any IM Employee represented by any labor union or similar association. The consent or formal consultation of, or the rendering of formal advice by, any labor or trade union, labor organization, works council or other employee representative body covering is not required for the Seller to enter into this Agreement or to consummate the Transaction.
(b) No labor union or employee organization has been certified or recognized as the collective bargaining representative of any Business Employees, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any of the Company Subsidiaries, (iii) no Business Employees are represented by any labor 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 Business IM Employees. To the knowledge Knowledge of the CompanySeller, there has been no efforts to have a labor union or employee organization activity involving certified or recognized as the collective bargaining representative of any Business Employees with respect to their employment with IM Employee are pending.
(c) Within the Business Entities. In the past last three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketinglockout, hand billing, lockout slowdown or other material labor dispute with respect to any IM Employee and no labor strike, work stoppage, lockout, slowdown or other material labor dispute is pending or, to the Knowledge of the Seller, threatened that involves IM Employees. Except as has not resulted and would not reasonably be expected to result, individually or in the aggregate, in a material liability, (i) the Seller and its Affiliates have not, with respect to any IM Employee, committed any unfair labor practice or violated any employment Laws, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of taxes, and (ii) there is no charge or complaint against the Seller, any of the Seller’s Affiliates or affecting any of the IM Business Entities, with respect to any IM Employee, by a Governmental Entity pending or, to the Knowledge of the Seller, threatened.
(d) None of the Seller and its Affiliates is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, consolidating, merging or closing, in whole or in part, any portion of the IM Business, subject to applicable Law, other than any such Contract that is terminable by the Seller or its Affiliates without material liability to the IM Business.
(e) Except as has not resulted and would not reasonably be expected to result, individually or in the aggregate, in a material liability, all IM Employees have been, or will have been on or before the Closing, paid all compensation (including any overtime, shift differential non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Seller Entities as of the Closing.
(f) Except as otherwise contemplated by this Agreement, neither the execution, delivery or performance of this Agreement by the Seller nor the consummation of the Transaction and the other transactions contemplated hereby (either alone or together with any other event) will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) to any IM Employee, (ii) increase any compensation or benefits otherwise payable to any IM Employee, (iii) result in the acceleration of the time of payment or vesting of any such benefits, (iv) trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation under, any Assumed Plan or (v) limit or restrict the right of the IM Business Entities (and, after the Closing, Purchaser and its Affiliates) to merge, amend or terminate any Assumed Plan.
(g) No independent contractors, temporary employees or contract laborers of the IM Business Entities (including without limitation independent contractors whose contracts are Assigned Contracts) have any reasonable basis to claim status as an employee of the Seller Entities or the IM Business Entities.
(bh) InpixonNeither the Seller nor any of its Affiliates has taken any action that would reasonably be expected to cause Purchaser or any of its Affiliates to have any material liability or other material obligation following the Closing Date under the WARN Act.
(i) As of the date hereof, no IM Employee who holds a title of Grade D or above has given notice or, to Seller’s Knowledge, intends to give notice to the Company and the Company Subsidiaries have satisfied Seller or any pre-signing legal of its Affiliates that he or contractual requirement she intends to provide notice to, resign 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 retire as a result of this Agreement or the transactions contemplated by this AgreementAgreement or otherwise within one year after the Closing Date.
(cj) The Business Entities are, and have been for the past three (3) years, Seller is in compliance in all material respects with all applicable Laws respecting laborthe provisions of the Contract Labour (Regulation and Abolition) Act, employment and employment practices including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, worker classification 1970 (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status“CLRA”), child laborthe Employees’ Provident Fund and Miscellaneous Provisions Act, immigration1952 and the Employees’ State Insurance Act, background checks, employment discrimination, sexual harassment, disability rights or benefits, equal opportunity 1948. All independent contractors engaged by the Seller for providing contract laborers have the necessary licenses required under CLRA and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
(d) In the past three (3) years, the Business Entities have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee 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.
(e) Except as set forth on Section 4.15(e) of the Company Disclosure Letter, the Business Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(f) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Business Entities is in any respect in violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to the Business Entities or (ii) 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 Business Entities or (B) the knowledge or use of trade secrets or proprietary information.
(g) None of the Business Entities are party to a settlement agreement with a current or former director, officer, employee or independent contractor of the 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 of the Company Subsidiaries or (ii) a Business Employee at the level of Manager or above. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer of the Business Entities or (ii) a Business Employee at the level of Manager or above.
(h) Except as set forth on Section 4.15(h) of the Company Disclosure Letter, the Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The 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 Enterprise Apps Business as currently conducted.
(i) 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 an 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 discriminationprovisions thereof.
(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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Convergys Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a4.14(a) of the Company Disclosure Letter, (i) none of Inpixon, neither the Company or nor any of the Company its Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement with any labor or trade union, labor organization, works council or other employee representative body covering any Business Employeesbody, (ii) no such agreement or arrangement is being negotiated by Inpixon, the Company or any of the Company Company’s Subsidiaries, (iii) no Business Employees employees of the Company or any of its Subsidiaries are represented by any labor or trade union, labor organization, works council or other employee representative body with respect to their employment with the Business EntitiesCompany or any of its Subsidiaries, 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 Business Employeesemployees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any Business Employees with respect to their employment with employees of the Business EntitiesCompany or any of its Subsidiaries. In the past three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other material labor dispute against or affecting the Business EntitiesCompany or any Subsidiary of the Company.
(b) InpixonNo labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority.
(c) The Company and its 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 Employeesemployees of the Company or its Subsidiaries, in connection with the execution of this Agreement or the transactions contemplated by this Agreement.
(cd) The Business Entities Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, 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.
(de) In the past three (3) years, the Business Entities Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee 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.
(ef) Except as set forth on Section 4.15(e) of the The Company Disclosure Letter, the Business Entities and its Subsidiaries are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(fg) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries’ is in any respect in material violation of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, obligation or fiduciary duty, or other obligation duty to the Business Entities Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Business Entities Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information.
(gh) None Neither the Company nor any of the Business Entities are Company’s Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries 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 of the Company Company’s Subsidiaries or (ii) a Business Employee at an employee of the level Company or any of Manager or abovethe Company’s Subsidiaries. To the knowledge of the Company, in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) a director or an officer of the Business Entities Company or any of the Company’s Subsidiaries or (ii) a Business Employee at an employee of the level Company or any of Manager or abovethe Company’s Subsidiaries.
(hi) Except as set forth on Section 4.15(h) of the The Company Disclosure Letter, the Business Entities and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The Business Entities Company and its Subsidiaries 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 Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the Enterprise Apps Business business of the Company and its Subsidiaries as currently conducted.
(ij) To the knowledge of the Company, no Business Employee (i) employee of the Company or any Company’s Subsidiaries with annual base salary of $100,000 75,000 or more or (ii) at the level of Vice President or higher, intends to terminate his or her employment.
(jk) All employees of the Company and its Subsidiaries classified as “exempt” under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws are, and since the date that the Company employed its first employee, have been, properly classified as “exempt,” except as would not result in material liability to the Company or any of its Subsidiaries. Each individual who has provided services to the Company or any of its Subsidiaries as an independent contractor or consultant is or during the past three (3) years was properly classified and properly treated as an independent contractor or consultant by the Company or its applicable Subsidiary, except as would not result in material liability to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has a single employer, joint employer, alter ego or similar relationship with any other company.
(l) The Business Entities Company and its Subsidiaries and, to the knowledge Knowledge of the Company, each Person acting as an agent of the Business EntitiesCompany and its Subsidiaries, 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 Knowledge of the Company, there are no complaints that the Business EntitiesCompany and its Subsidiaries, or any Person acting as an agent of the Business EntitiesCompany and its Subsidiaries, have engaged in any unlawful discrimination.
(km) To The Company and its Subsidiaries are in compliance in all material respects with the knowledge disclosure and other requirements under the California Transparency in Supply Chains Act of the Company2010 and any similar foreign, each individual who is currently providing services to the Business Entities, state 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other companylocal law.
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Samples: Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Letter, (i) none of Inpixon, Neither the Company or nor any of the Company its Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related Contract or arrangement Collective Bargaining Agreement with any labor or trade union, labor organizationworks council, works council or other employee representative body covering any Business Employeesor labor organization or association (collectively, a “Labor Organization”), (ii) no such agreement or arrangement Collective Bargaining Agreement is being negotiated by Inpixon, the Company or any of the Company Company’s Subsidiaries, (iii) no Business Employees employees of the Company or any of its Subsidiaries are represented by any labor or trade union, labor organization, works council or other employee representative body Labor Organization with respect to their employment with the Business EntitiesCompany or its Subsidiaries, and (iv) no labor or trade union, labor organization, works council, group of employees, or any other employee representative body has requested orLabor 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 Business Employees. To the knowledge employees of the Company, there has been no labor organization activity involving any Business Employees Company or its Subsidiaries with respect to their employment with the Business Entities. Company or its Subsidiaries.
(b) In the past three (3) years, there has been no actual or or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, lockout or other material labor dispute against or affecting the Business EntitiesCompany or any Subsidiary of the Company.
(bc) 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 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. There is no labor organization or other representative of any employees of the Company, which, pursuant to applicable Law or any Collective Bargaining Agreement or other contract, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.
(cd) The Business Entities Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting laborlabor and employment, employment and employment practices including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, worker holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, 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, 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.
(de) In Except as set forth on Section 4.14(e) of the Company Disclosure Letter, in the past three (3) years, the Business Entities Company and its Subsidiaries have not received (i) 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) 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) 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) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee 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.
(ef) Except as set forth on Section 4.15(e) of the The Company Disclosure Letter, the Business Entities and its Subsidiaries are not and have not been: currently (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iiiii) otherwise required to maintain an affirmative action plan; and, within the past three (3) years, neither the Company nor any of its Subsidiaries has received any written notice of, or been charged with, any violation of any requirement to maintain an affirmative action plan.
(fg) To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries’ is in any respect in material violation of (i) any material term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation, fiduciary duty, duty or other similar obligation (i) to the Business Entities Company or any of the Company’s Subsidiaries or (ii) 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 Business Entities Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.
(gh) None of the Business Entities are The Company is not party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Business Entities Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination harassment by either (iany(i) a director or an officer of Inpixon, the Company or any of the Company Company’s Subsidiaries or (ii) a Business Employee employee of the Company or any of the Company’s Subsidiaries at the level of Manager Vice President or above. To the knowledge of the Company, in In the last five three (53) years, no allegations of sexual harassment, sexual misconduct or discrimination harassment have been made against any (i) a director or an officer of the Business Entities Company or any of the Company’s Subsidiaries in his or her capacity as such or (ii) a Business Employee employee of the Company or any of the Company’s Subsidiaries at the level of Manager Vice President or above.
(hi) Except as set forth on Section 4.15(hThe Company and its Subsidiaries are, and in the past three (3) of years have been, in compliance in all material respects with all notice and other requirements under the Company Disclosure Letter, the Business Entities have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Worker Adjustment and Retraining Notification Act or of 1988 and any similar foreign, state or local law relating to plant closingsclosings and layoffs. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, layoffs or group terminations. The Business Entities 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, 2022 2020 through the date hereof. The Business Employees represent the entirety of the individuals necessary Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the Enterprise Apps Business business of the Company and its Subsidiaries as currently conducted.
(i) 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 an 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 Subsidiaries. None of the Business Entities have a single employer, joint employer, alter ego or similar relationship with any other company.
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