Labor Relations; Employment Clause Samples
Labor Relations; Employment. (a) None of the Transferred Entities is a party to any collective bargaining agreement, works council agreement, or other labor Contract (a “Labor Agreement”), and to the knowledge of the Company, as of the date of this Agreement and since the Lookback Date, (i) there has been no organizational effort made or, to the knowledge of the Company, threatened by, or on behalf of, any labor union or works council to organize any employees of the Transferred Entities, (ii) no demand for recognition of any employees of the Transferred Entities has been made by, or on behalf of, any labor union or works council, and (iii) there are no pending, or to the knowledge of the Company, threatened unfair labor practice charges or complaints against any of the Transferred Entities. Since the Lookback Date, no employees of any Transferred Entity have engaged in or, to the knowledge of the Company, threatened any strike, picketing, organized work stoppage, or other similar material labor activity against the Transferred Entities.
(a) Since the Lookback Date, except as would not be reasonably likely to result in material liability to the Transferred Entities, the Transferred Entities have complied in all material respects with all applicable Laws relating to labor or employment, including those concerning wages, hours, overtime, human rights, equal employment opportunity, employment discrimination, disability, family and medical leave, immigration and work authorization, affirmative action, labor practices, collective bargaining, occupational safety and health, workers’ compensation, mass terminations and reductions in force (including the Worker Adjustment and Retraining Notification Act (“WARN”)), classification of employees, background checks (including criminal and credit checks) under the Fair Credit Reporting Act and similar state and local Laws, and the payment of social security and similar taxes. There are no pending or, to the knowledge of the Company, threatened Actions against the Transferred Entities under any Law relating to labor or employment except as would not be reasonably likely to result in material liability to the Transferred Entities. All individuals providing services to Transferred Entities are and since the Lookback Date have been properly classified as employees, independent contractors, or consultants, as applicable, except as would not be reasonably likely to result in material liability to the Transferred Entities. No mass layoffs, plant closures ...
Labor Relations; Employment. Seller is not a party to any collective bargaining contracts nor any other contracts or understandings with any labor unions or any other representative of the Seller's employees and no collective bargaining agreement is currently being negotiated by Seller. Except as disclosed on Schedule 4.20 of the Seller Disclosure Schedule, Seller is not a party to any written employment agreement with any of its officers, directors, employees, consultants, agents or other persons, and any such agreement is terminable by Seller at will without penalty or cost to such Person, except as prohibited by applicable law. Seller is in compliance in all material respects with all federal and state laws respecting employment and employment practices, terms and conditions of employment and wages. No grievance which might have a material adverse effect on Seller in the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted. Seller has no present or threatened labor disturbances or pending arbitration, unfair labor practice, grievance or other proceedings nor litigation which materially and adversely affects or may materially or adversely affect the financial condition of Seller with respect to its employees and has had no such labor disturbance, proceedings or litigation for the past eighteen (18) months and which remains unresolved on the date hereof. Seller does not know of any present or threatened walkout, strike or any similar occurrence which materially or adversely affects or may materially or adversely affect the assets, properties, business, condition or prospects of Seller. Seller acknowledges that the individuals identified on Schedule 4.20 of the Seller Disclosure Schedule are deemed by Purchaser to be key technology employees, the loss of any one of which in the six month period following the Closing Date would have a material adverse effect on the Business and Purchaser, and Seller agrees that the remedy for any such loss shall be as specified in Schedule 4.20 of the Seller Disclosure Schedule.
Labor Relations; Employment. Seller is not a party to any collective bargaining contracts nor any other contracts or understandings with any labor unions or any other representative of the Seller's employees and no collective bargaining agreement is currently being negotiated by Seller. Except as disclosed on Schedule 4.6 to the Disclosure Memorandum, Seller is not a party to any written employment agreement with any of its officers, directors, employees, consultants, agents or other persons, and any such agreement is terminable by Seller at will without penalty or cost to such Person, except as prohibited by applicable law. Seller maintains no "employee welfare benefit plan" or "employee pension benefit plan" as such terms are defined under the Employee Retirement Income Security Act of 1974, as amended.