Labour and Employee Matters. (a) Schedule 3.1(38) identifies each retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit plan that is maintained or otherwise contributed to, or required to be contributed to, by Tribute Pharma or Tribute Pharmaceuticals for the benefit of employees or former employees of Tribute Pharma or Tribute Pharmaceuticals (the “Employee Plans”) and a true and complete copy of each Employee Plan has been furnished to the Purchaser. Each Employee Plan has been maintained in compliance with its terms and with the material requirements prescribed by any and all Laws that are applicable to such Employee Plan. The Vendors have delivered to the Purchaser the actuarial valuations, if any, prepared for each Employee Plan during the past three years. Except as described in Schedule 3.1(38):
(i) all contributions to and payments from each Employee Plan that may have been required to be made in accordance with the terms of any such Employee Plan, or with the recommendation of the actuary for such Employee Plan, and, where applicable, with the Laws that govern such Employee Plan, have been made in a timely manner;
(ii) all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any Regulatory Authority or distributed to any Employee Plan participant have been duly filed on a timely basis or distributed;
(iii) there are no pending investigations by any Regulatory Authority involving or relating to an Employee Plan, threatened or pending claims (except for claims for benefits payable in the normal operation of the Employee Plans), suits or proceedings against Tribute Pharma or Tribute Pharmaceuticals in respect of any Employee Plan or assertions of any rights or claims to benefits under any Employee Plan that could give rise to a liability nor are there any facts that could give rise to any liability in the event of such investigation, claim, suit or proceeding;
(iv) no notice has been received by Tribute Pharma or Tribute Pharmaceuticals of any complaints or other proceedings of any kind involving Tribute Pharma or Tribute Pharmaceuticals or any of the employees of Tribute Ph...
Labour and Employee Matters. (a) Schedule 3.1(41) identifies each retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, vacation, incentive or other compensation plan or arrangement or other employee benefit plan that is maintained or otherwise contributed to, or required to be contributed to, by MFI for the benefit of employees or former employees of MFI, except for statutory plans which MFI is required to contribute, including the Canada Pension Plan, plans administered pursuant to provincial health tax, health insurance plans, workers’ compensation and unemployment insurance (the “Employee Plans”) and a true and complete copy of each current Employee Plan text or booklet has been furnished to the Purchaser. To the knowledge of the Vendors, each Employee Plan has been maintained in compliance with its terms and with the material requirements prescribed by any and all Laws that are applicable to such Employee Plan. The Vendors have delivered to the Purchaser the actuarial valuations, if any, prepared for each Employee Plan during the past three years. Except as described in Schedule 3.1(41):
(i) all contributions to and to the knowledge of the Vendors payments from each Employee Plan that may have been required to be made in accordance with the terms of any such Employee Plan and, where applicable, with the Laws that govern such Employee Plan, have been made in a timely manner;
(ii) all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any Regulatory Authority or distributed to any Employee Plan participant have been duly filed on a timely basis or distributed;
(iii) to the knowledge of the Vendors, there are no pending investigations by any Regulatory Authority involving or relating to an Employee Plan, threatened or pending claims (except for ordinary course reimbursements under the Employee Plans and claims for benefits payable in the normal operation of the Employee Plans), suits or proceedings against MFI in respect of any Employee Plan or assertions of any rights or claims to benefits under any Employee Plan that could give rise to a liability, nor, to the knowledge of the Vendors, are there any facts that could give rise to any liability in the event of such investigation, claim, suit or procee...
Labour and Employee Matters. Neither of the Purchased Corporations has as of the date hereof, nor has ever had, any employees.
Labour and Employee Matters. (i) Section 3.1(o) of the Disclosure Letter sets forth a true and complete list as of the date of this Agreement of each collective bargaining agreement, labour organization, works council and employee association relating to the Business (each, a “Collective Bargaining Agreement”). Complete and accurate copies of the material Collective Bargaining Agreements, together with any letters of understandings and any material arbitration awards or material settlement agreements with such entities, have been made available to the Purchaser.
(ii) With respect to the Business: (A) there are no applications for certification or, to the knowledge of the Seller, threatened or apparent union‑organizing campaigns for employees not covered under a Collective Bargaining Agreement or attempts to displace or decertify the representation rights of any union representing Employees; (B) there are no current or, to the knowledge of the Seller, threatened strikes, slowdowns, stoppages, walkouts, lockouts or other labour‑related disputes; (C) there are no complaints of unfair labour practice, charges, grievances, arbitration proceedings or appeals of such matters (other than routine individual grievances) that, if adversely determined, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (D) there are no successor or related employer applications.
(iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in the conduct of the Business in the Ordinary Course, the Seller is in compliance with all applicable Laws and any Orders thereunder rendered against the Seller or any of its Affiliates with respect to employment, employment practices, terms and conditions of employment, wages and hours, vacation, overtime, labour relations, collective bargaining, unfair labour practices, human rights, privacy, occupational health and safety, workers’ compensation, immigration and pay equity as well as the proper classification of employees, managers and dependent or independent contractors within the meaning of such Laws.
Labour and Employee Matters. (a) The Corporation does not have any retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit plan that is sponsored by the Corporation for the benefit of employees or former employees of the Corporation.
(b) The Corporation has not made any Contract with any labour union or employee association nor made commitments to or conducted negotiations with any labour union or employee association with respect to any future agreements and, to the knowledge of the Sellers and the Corporation, there are no current attempts to organize or establish any labour union or employee association with respect to any employees of the Corporation, nor is there any certification of any such union with regard to a bargaining unit.
(c) There have been no claims nor, to the knowledge of the Sellers and the Corporation, are there any threatened complaints, under Laws relating to employees in respect of the Business. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Sellers and the Corporation, threatened against the Corporation and no such event has occurred within the last two (2) years.
(d) Schedule 3.1(34) contains a complete and accurate list of the names of all individuals who are employees of the Corporation, specifying the age, employment status (full-time, part-time or casual), title or classification, length of service, place of employment, rate of salary or hourly pay and commission or bonus entitlements (if any) and whether any employees are on an approved or statutory leave of absence, and if so, the reason for such absence and the expected date of return.
(e) No notice has been received by the Corporation of any complaint filed by any person against the Corporation claiming that the Corporation has violated any Laws applicable to employee or human rights, or of any complaints or proceedings of any kind involving the Corporation before any labour relations board. All levies, assessments and penalties made against the Corporation pursuant to any Laws applicable to workers’ compensation have been paid by the Corporation and the Corporation has not been assessed under any such legislation.
(f) All accruals, if any, for unpaid vacation pay, p...
Labour and Employee Matters. (a) A list of all employees of Optionor group of companies including information with respect to employment histories and terms of employment, including details as to: (i) name and title; (ii) description of responsibilities; (iii) length of employment; (iv) salary/wage and bonus; (v) benefits; (vi) circumstances of hiring; (vii) long term disability; (viii) age (viii) pending claims .
(b) Copies of all employment agreements, consulting agreements and confidentiality 6694212.36694212.4
Labour and Employee Matters. (a) Schedule 3.1(33)(a) sets forth a complete and accurate list of all Employees, together with their titles, location of employment, service dates, current wages, salaries or hourly rates of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other material compensation paid since the beginning of the most recently completed fiscal year or payable to each such Employee. Schedule 3.1(33)(a) also lists Employees on inactive status, including lay-off, short-term disability leave, long-term disability leave, pregnancy and parental leave or other extended absences, or receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of active employment, the reason for the absence and the expected date of return of each such Employee. All of the Persons who are receiving remuneration for work or services provided to the Vendor and the Business who are not Employees are treated as independent contractors, are properly characterized as independent contractors and are not likely to be characterized by any Regulatory Authority as employees or dependent contractors.
(b) Schedule 3.1(33)(b) identifies each retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit plan that is maintained or otherwise contributed to, or required to be contributed to, by the Vendor or under which the Vendor has, or will have, any Liability, or pursuant to which payments are made, or benefits are provided, or an entitlement to payments or benefits may arise with respect to any of its Employees or former employees of the Business, individuals working on contract with the Vendor or other individuals providing services to the Vendor related to the Business, the Purchased Assets or the Assumed Liabilities (or any spouses, dependants, survivors or beneficiaries of any such persons) (the “Employee Plans”); provided, however, that the Employee Plans shall not include any statutory benefit plans which the Vendor is required to participate in or comply with, including the Canada and Quebec Pension Plans and plans administered pursuant to applicable health Tax, workplace safety insurance and employment insurance legislation.
(c) A true and comp...
Labour and Employee Matters. All of the employees relating to the Business have been duly terminated and all amounts payable to them have been duly paid and each of them signed a full and final release to that effect.
Labour and Employee Matters. (a) Section 3.1(22) of the Disclosure Letter sets forth a true and complete list of each agreement, collective bargaining agreement, work rule or letter of agreement with any labour union, labour organization, works council, employee association, group of employees or employee and relating to the Operations (each, a “Collective Bargaining Agreement”). Copies of the material Collective Bargaining Agreements have been made available to the Purchaser.
(b) With respect to the Operations and except as disclosed in Section 3.1(22) of the Disclosure Letter: (i) there are no applications for certification or, to the knowledge of the Seller, threatened or apparent unionorganizing campaigns for employees not covered under a Collective Bargaining Agreement; (ii) there are no current or, to the knowledge of the Seller, threatened strikes, slowdowns, stoppages, walkouts, lockouts or other labourrelated disputes; (iii) there are no complaints of unfair labour practice, charges, grievances, arbitration proceedings or appeals of such matters (other than routine individual grievances), that, if adversely determined, individually or in the aggregate, would reasonably be expected to be material to the Operations; and (iv) there are no successor or related employer applications.
(c) The Seller is in compliance in all material respects with all applicable Laws with respect to employment, employment practices, terms and conditions of employment, wages and hours, vacation, overtime, labour relations, collective bargaining, unfair labour practices, human rights, health and safety, privacy, immigration and pay equity.
Labour and Employee Matters. (i) The Vendors’ Solicitors have disclosed to the Purchaser’s Solicitor by emails dated September 13, 24, 25, 27 and 29, 2018 a complete list of all non-unionized employees of the Corporation and, to the knowledge of the Vendors, each other member of the Business Group, whether or not actively at work, showing their names, positions, departments, current salary or wage rate, other compensation (e.g. bonuses, car allowance or company provided vehicle), status as full or part time, and start date. Except as disclosed in such list, none of the DMI Group Employees is currently on leave, whether authorized or unauthorized.
(ii) Other than the DMI Group Employees or as set forth in Section 4.1(hh) of the Disclosure Schedule, there are no individuals providing substantial personal services to the DMI Group as an employee or independent contractor of such entity.
(iii) Except as disclosed in Section 4.1(hh) of the Disclosure Schedule or as reflected as Current Liabilities in the Final Closing Financial Statements immediately prior to the Effective Time, the members of the DMI Group have no outstanding Liabilities for payment of wages, including any Liability for “banked” or otherwise unpaid overtime, accrued but unpaid vacation pay, paid leaves, salaries, bonuses, profit sharing, premiums for employment insurance, Canada Pension Plan premiums, contributions under any Employee Plan or other compensation, current or deferred.
(iv) The Vendors’ Solicitors have disclosed to the Purchaser’s Solicitor by emails dated September 13, 24, 25, 27 and 29, 2018 all written employment agreements with any “executive” DMI Group Employees. No DMI Group Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than as result from applicable Laws or as set out in such employee’s written offer letter.
(v) Since December 31, 2017, other than in the Ordinary Course or as required pursuant to the terms of an existing contract or Employee Plan (and described in Section 4.1(hh) of the Disclosure Schedule), there have been no material changes in the terms or conditions of employment of any DMI Group Employees, including their salaries, remuneration or any other payments to them, and there have been no changes in any remuneration payable or benefits provided to any officer, director, consultant, independent contractor or agent of a member of the DMI Group, and no member of the DMI Group has agreed or otherwise become committed ...