Labour Matters. (a) With respect to the Conifex Group Business Employees: (i) there are no collective bargaining agreements or other similar Contract with any labour union in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and (ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws. (b) There are no actual, pending or, to the knowledge of the Vendors, threatened, organizing activities of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actual, pending or, to the knowledge of the Vendors, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Group, there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitrator.
Appears in 1 contract
Samples: Securities Purchase Agreement (Resolute Forest Products Inc.)
Labour Matters. (a) With respect Other than as set out in the Disclosure Letter, neither the Company nor any of its Subsidiaries is party to the Conifex Group Business Employees:
(i) there are no a collective bargaining agreements or other similar Contract with any labour union in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and
(ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to agreement. To the knowledge of the VendorsCompany and Prefco, has applied neither the Company nor any of its Subsidiaries is subject to be certified as the bargaining agent of any Conifex Group Business Employees application for certification or (C) to the knowledge of the Vendors, has applied to have threatened or apparent union- organizing campaigns nor are there any member of the Conifex Group declared a successor or related employer or successor employer pursuant to applicable labour Lawsapplication.
(b) There Except where this would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal, unjust dismissal or any other tort claim, actual or, to the knowledge of Company and Prefco, threatened, or any litigation, investigation, arbitration or grievance, actual or, to the knowledge of Company and Prefco, threatened, relating to employment or termination of employment of employees or independent contractors.
(c) Except where this would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries has operated in accordance with all applicable Laws with respect to employment and labour, including any pay equity and employment equity Laws, and there are no actualcurrent, pending or, to the knowledge of the VendorsCompany, threatenedthreatened proceedings before any board or tribunal with respect to any employment matters.
(d) Other than as set out in the Disclosure Letter, organizing activities all of any trade unionthe Employee Plans are registered where required by, council of trade unionsand are in good standing in all material respects, employee bargaining agency including being fully funded where required, under, all applicable Laws or affiliated bargaining agent other legislative, administrative or any actual, pending or, judicial promulgations applicable to the knowledge Employee Plans and pursuant to the terms of the VendorsEmployee Plans and, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Groupthan routine claims for benefits, there are no facts actions, claims, or circumstances that would reasonably likely lead proceedings relating to the Employee Plans.
(e) No material amendments to any such labour dispute Employee Plan have been promised and there have not been no obligations or liabilities under amendments to any such activities Employee Plan will be made or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, promised prior to the Vendors’ knowledge, threatened, against any member Common Share Offer Effective Date which affect or pertain to the current or former employees or directors of the Conifex Group before the National Labor Relations Board Company or any Governmental Authority of its Subsidiaries.
(f) Other than as set out in the Financial Statements, there are no obligations or arbitratorliabilities under agreements or undertakings by the Company or any of its Subsidiaries to provide post-retirement benefits to any of their respective present or former employees or directors other than such as are not, either individually or in the aggregate, material to the Company and its Subsidiaries on a consolidated basis.
Appears in 1 contract
Samples: Support Agreement (Bce Inc)
Labour Matters. (a) With respect to the Conifex Group Business Employees:
(i) there are IPC REIT has no collective bargaining agreements employees other than those employed by NSULC or other any of its Subsidiaries. Neither IPC REIT nor any of its Subsidiaries is party to or bound by any Contract which provides for change in control, retention or similar Contract payments, or any accelerated or enhanced payment or benefit upon or in connection with the completion of the Transactions or upon the execution and delivery of this Agreement (in either case, either alone or in conjunction with any labour union in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; andevent).
(ii) Neither NSULC nor any of its Subsidiaries is a party to or currently negotiating any collective bargaining agreement other than the collective bargaining agreements listed in the Disclosure Letter (the “Collective Bargaining Agreements”), true, correct and complete copies of which have been made available to Buyer. Except in respect of the Collective Bargaining Agreements, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) agent holds bargaining rights with respect to any Conifex Group Business Employees of the employees of NSULC or any of its Subsidiaries by way of certification, interim certification, voluntary recognition, designation or successor rightssuccession rights or, (B) to the knowledge of the VendorsIPC REIT, has applied or threatened to apply to be certified as the bargaining agent of any Conifex Group Business Employees employees of NSULC or any of its Subsidiaries. To the knowledge of IPC REIT, there are not currently (A) any union organization activities involving any employees of NSULC or any of its Subsidiaries, or any threats of such activities, (B) any strikes or lockouts or work stoppages or other material labour disputes affecting NSULC or any of its Subsidiaries or any threats of such labour disputes, or (C) to any charges of unfair labour practice (other than routine individual grievances, that, individually or in the knowledge of the Vendorsaggregate, has applied would not be expected to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour LawsMaterial Adverse Effect.)
(biii) There are no actualunfair labour practice charges, pending grievances or complaints filed or, to the knowledge of the VendorsIPC REIT, threatened, organizing activities threatened in writing by or on behalf of any trade union, council employee or group of trade unions, employee bargaining agency or affiliated bargaining agent employees of NSULC or any actualof its Subsidiaries that have not been settled or remedied that would reasonably be expected, pending individually or in the aggregate, to have a Material Adverse Effect.
(iv) There are no complaints, charges or claims against NSULC or any of its Subsidiaries filed or, to the knowledge of the VendorsIPC REIT, threatened unfair labour practice complaintsin writing to be brought or filed, disputeswith any Governmental Entity or arbitrator based on, strikesarising out of, slowdownsin connection with, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining otherwise relating to the employment or termination of employment of any member individual by NSULC or any of the Conifex Group, there are no facts or circumstances its Subsidiaries that would reasonably likely lead to any such labour dispute and there have not been settled or remedied that if adversely decided would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(v) With respect to employees of NSULC and its Subsidiaries, (A) NSULC and each of its Subsidiaries are in compliance with all laws relating to the employment of labour, including all such laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act (as amended, “WARN”) and any such activities similar state or disputes local “mass layoff” or proceedings “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (B) there has been no “mass layoff” or “plant closing” as defined by WARN with respect to NSULC or any of its Subsidiaries within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending orsix (6) months.
(vi) All of the existing employees of IPC US and its Subsidiaries are, to the Vendors’ knowledgeknowledge of IPC REIT, threatened, against any member of legally employable in the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitratorUnited States.
Appears in 1 contract
Labour Matters. (a) With respect Neither Sunrise REIT nor any Subsidiary is a party to the Conifex Group Business Employees:
(i) there are no collective bargaining agreements or other similar Contract is bound by any contract with any labour union in effect, and no member of the Conifex Group has agreed or commitment to recognize any union or other collective bargaining representative; and
(ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws.
(b) There are no actual, pending or, to the knowledge of the Vendors, threatened, organizing activities of any trade union, council of trade unions, employee bargaining agency agent or affiliated bargaining agent (collectively called “labour representatives”) and neither Sunrise REIT nor any Subsidiary has conducted negotiations with respect to any such future contracts or commitments and no labour representatives hold bargaining rights with respect to any employees of Sunrise REIT or any actualSubsidiary. No labor organization or group of employees of Sunrise REIT or any of 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 any labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving Sunrise REIT or any of its Subsidiaries, nor have there been any such events or occurrences at any point since January 1, 2004.
(b) Except where this would not result in a Sunrise Material Adverse Change, neither Sunrise REIT nor any of its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal, unjust dismissal or any other tort claim, actual or, to the knowledge of Sunrise REIT, threatened, or any litigation, investigation, arbitration or grievance, actual or, to the knowledge of Sunrise REIT, threatened, relating to employment or termination of employment of the Relevant Sunrise REIT Employees.
(c) Except where this would not result in a Sunrise Material Adverse Change, with respect to the Relevant Sunrise REIT Employees, each of Sunrise REIT and its Subsidiaries has operated in accordance with all applicable Laws with respect to employment and labour, including any pay equity and employment equity Laws, and there are no current, pending or, to the knowledge of the VendorsSunrise REIT, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges proceedings before any board or other labor controversies pertaining tribunal with respect to any member employment or labour matters relating to the Relevant Sunrise REIT Employees.
(d) Except as is set forth in the Disclosure Letter, neither Sunrise REIT nor any of its Subsidiaries is a party to or bound by any written contract or commitment in connection with employment which is not terminable upon the giving of reasonable notice in accordance with Law, or which provides for bonus, severance, termination of employment, retirement or similar payments, or any accelerated or enhanced payment or benefit upon or in connection with the consummation of the Conifex Grouptransaction contemplated by this Agreement or upon the execution and delivery of this Agreement (in either case, there are no facts either alone or circumstances that would reasonably likely lead in conjunction with any other event). The chart provided by Sunrise REIT to Purchaser quantifying amounts payable under severance, retention, and transaction bonus arrangements maintained by Sunrise REIT or any of its Subsidiaries is accurate in all material respects. Neither Sunrise REIT nor any of its subsidiaries has any obligation to make any additional payments or tax gross-up payments of any kind to any individual in connection with the imposition of any excise taxes under Section 4999 of the Internal Revenue Code as a result of any amount paid or payable (whether in cash, property, or in the form of other benefits) by Sunrise REIT or any of its subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such labour dispute and there have not been transactions in conjunction with any other event). In the event that any amount paid or payable (whether in cash, in property, or in the form of benefits) by Sunrise REIT or any of its Subsidiaries in connection with the transaction contemplated hereby (either solely as a result thereof or as a result of such activities or disputes or proceedings transactions in conjunction with any other event) would constitute “excess parachute payments” within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member meaning of Section 280G of the Conifex Group before Internal Revenue Code then Sunrise REIT will withhold the National Labor Relations Board or any Governmental Authority or arbitratorappropriate amounts.
Appears in 1 contract
Samples: Purchase Agreement (Ventas Inc)
Labour Matters. (ai) With No member of the Fleetmatics Group is a party to, or bound by, any collective bargaining agreement, contract or other agreement or binding understanding with a labour union or labour organisation. No member of the Fleetmatics Group is subject to a labour dispute, strike or work stoppage except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Fleetmatics Material Adverse Effect. To the knowledge of Fleetmatics, there are no organisational efforts with respect to the Conifex Group Business Employees:formation of a collective bargaining unit presently being made or threatened involving employees of the Fleetmatics Group.
(ii) There is no Unfair Labour Practice (as defined in the National Labor Relations Act) or labour arbitration proceeding pending or, to the knowledge of Fleetmatics, threatened against Fleetmatics or its Subsidiaries, except for any such proceeding that has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect.
(iii) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, (i) Fleetmatics and each of its Subsidiaries are in compliance with all applicable local, state, federal and foreign Laws relating to employment, including Laws relating to discrimination, fair employment practices (including equal employment opportunities), terms and conditions of employment, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, classification of employees and exempt and non- exempt, health and safety, employee privacy, layoffs and plant closings and collective bargaining, (ii) Fleetmatics and its Subsidiaries have not received notice of any charge, complaint, investigation or audit with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labour, employment, wages and hours of work, child labour, 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, and (iii) there are no collective bargaining agreements complaints, arbitration proceedings or other similar Contract with any labour union in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and
(ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws.
(b) There are no actuallawsuits, pending or, to the knowledge of the VendorsFleetmatics, threatened, organizing activities threatened against Fleetmatics or any of its Subsidiaries brought by or on behalf of any trade unionapplicant for employment, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actualcurrent or former employee, pending orrelating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(iv) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, Fleetmatics and each of its Subsidiaries have (i) withheld all amounts required by Law to be withheld from the wages, salaries, commissions, bonuses and other payments to employees; and (ii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither Fleetmatics nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business, consistent with past practice).
(v) Except as set forth in Section 6.1(n)(v) of the Fleetmatics Disclosure Schedule, to the knowledge of Fleetmatics, the Vendorstransactions contemplated by this Agreement will not require the consent of, threatened unfair or advance notification to, any works councils, unions or similar labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining organisations with respect to any member employees of the Conifex Fleetmatics Group, there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitrator.
Appears in 1 contract
Samples: Transaction Agreement
Labour Matters. (ai) With respect Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries are, and since January 1, 2018 have been, in material compliance with all Applicable Laws relating to labour and employment matters, including those relating to labour management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes.
(ii) Neither Strongbridge nor any of its Subsidiaries is, or from January 1, 2018 to the Conifex Group Business Employees:date of this Agreement has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any other similar agreement with any labour organization, labour union or other employee representative, and, to Strongbridge’s knowledge, from January 1, 2018 through the date of this Agreement, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any employee of Strongbridge or any of its Subsidiaries. Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, as of the date of this Agreement,
(i) there are no collective bargaining agreements or other similar Contract with any labour union Unfair Labor Practice (as defined in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and
(iiNational Labors Relations Act) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws.
(b) There are no actual, complaints pending or, to the knowledge of the VendorsStrongbridge’s knowledge, threatened, organizing activities of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent threatened against Strongbridge or any actual, pending or, to the knowledge of the Vendors, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Group, there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group its Subsidiaries before the National Labor Relations Board or any other Governmental Authority Entity, and (ii) since January 1, 2018 there has not been, and there is, no labour strike, slowdown, stoppage, picketing, interruption of work or arbitratorlockout pending or, to Strongbridge’s knowledge, threatened against or affecting Strongbridge or any of its Subsidiaries.
(iii) Since January 1, 2018, Strongbridge and its Subsidiaries have not entered into any agreement with any works council, labour union, or similar labour organization that would require Strongbridge to obtain the consent of, or provide advance notice, to such works council, labour union or similar labour organization of the transactions contemplated by this Agreement.
(iv) The employment of each of Strongbridge’s and any of its Subsidiaries’ employees is terminable by Strongbridge or the applicable Subsidiary at will.
(v) To Strongbridge’s knowledge, in the last three (3) years, (i) no material allegations of sexual harassment have been made against any officer of Strongbridge or any of its Subsidiaries, and (ii) Strongbridge and its Subsidiaries have not entered into any settlement agreements related to allegations of sexual harassment or misconduct by an officer of Strongbridge or any of its Subsidiaries.
(vi) To Strongbridge’s knowledge, as of the date of this Agreement, no officer or senior executive of Strongbridge or any of its Subsidiaries has indicated that he or she presently intends to terminate his or her employment with Strongbridge or the applicable Subsidiary, nor has any officer or senior executive threatened or expressed any intention to do so.
(vii) Since January 1, 2018, neither Strongbridge nor any of its Subsidiaries has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied.
Appears in 1 contract
Samples: Transaction Agreement
Labour Matters. (a) With respect to the Conifex Group Business Employees:
(i) Except as disclosed in 000 of the Disclosure Letter, neither the Corporation nor any of its subsidiaries are parties to any collective bargaining agreements. To the knowledge of the Corporation, except as disclosed in section 00 of the Disclosure Letter, (i) neither the Corporation nor any of its subsidiaries is subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement, (ii) there are no collective bargaining agreements or other similar Contract with any labour union in effectcurrent or, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and
(ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the VendorsCorporation, has applied threatened strikes or lockouts affecting the Corporation or any of its subsidiaries or any complaint of unfair labour practice (other than routine individual grievances), (iii) there are no successor or related employer applications; and (iv) there are no employee associations, voluntary recognized or certified unions authorized to represent any of the employees of the Corporation or any of its subsidiaries.
(ii) Except as disclosed in 000 of the Disclosure Letter or where it could not reasonably be certified as expected to result in a Material Adverse Effect, neither the bargaining agent Corporation nor any of its subsidiaries is subject to any Conifex Group Business Employees claim for wrongful dismissal, constructive dismissal, unjust dismissal or (C) any other tort claim, actual or, to the knowledge of Corporation, threatened, or any litigation, investigation, arbitration or grievance, actual or, to the Vendorsknowledge of Corporation, has applied threatened, relating to have any member employment or termination of the Conifex Group declared a related employer employment of employees or successor employer pursuant to applicable labour Lawsindependent contractors.
(biii) There Except as disclosed in section 000 of the Disclosure Letter or where this could not reasonably be expected to result in a Material Adverse Effect, each of the Corporation and its subsidiaries has operated in accordance with all applicable Laws with respect to employment and labour, including any pay equity and, where applicable, employment equity Laws, and there are no actualcurrent, pending or, to the knowledge of the VendorsCorporation, threatenedthreatened proceedings before any board or tribunal with respect to any employment or labour matters.
(iv) The Corporation Information includes all material details of all plans or arrangements provided for the benefit of employees generally or for any particular executive officer including all of the employee benefit, organizing activities health, welfare, disability, bonus, deferred compensation, stock compensation, stock option or purchase or other stock-based compensation plans or arrangements, retirement plans, post-retirement benefit plans or arrangements, pension plans or arrangements applicable to present or former employees or directors of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent the Corporation or any actualof its subsidiaries which are currently maintained or participated in by the Corporation or any of its subsidiaries and under which the Corporation or any of its subsidiaries has any material obligations or liabilities, pending orbut excluding any statutory or state sponsored employee plans which the Corporation or any of its subsidiaries are required to participate in or comply with (collectively, the “Employee Plans”). Section 000(A) of the Disclosure Letter includes a list of all of the Employee Plans. Except as disclosed in section 000(B) of the Disclosure Letter, neither the Corporation nor its subsidiaries sponsor or participate in a defined benefit pension plan and have never sponsored or participated in any defined benefit pension plan.
(v) Except as disclosed in section 000 of the Disclosure Letter or where it could not reasonably be expected to result in a Material Adverse Effect, all of the Employee Plans have been established and administered in all respects in accordance with their terms and applicable Law, are registered where required by Law, and are in good standing in all respects, including being fully funded where required, under, all applicable Laws or other legislative, administrative or judicial promulgations applicable to the knowledge Employee Plans and pursuant to any applicable collective agreement and the terms of the VendorsEmployee Plans and, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Groupthan routine claims for benefits, there are no facts actions, claims, or circumstances that would reasonably likely lead proceedings relating to the Employee Plans.
(vi) Except as disclosed in section 000 of the Disclosure Letter, no material amendments to any such labour dispute Employee Plan have been promised and there have not been no amendments to any such activities Employee Plan will be made or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, promised prior to the Vendors’ knowledge, threatened, against any member Effective Date which affect or pertain to the current or former employees or directors of the Conifex Group before the National Labor Relations Board Corporation or any Governmental Authority of its subsidiaries.
(vii) Except as disclosed in section 000 of the Disclosure Letter, there are no agreements or arbitratorundertakings by the Corporation or any of its subsidiaries to provide post-retirement benefits to any of their respective present or former employees or directors other than such as are not, either individually or in the aggregate, material to the Corporation and its subsidiaries on a consolidated basis.
(viii) The Corporation has the authority to cause the companies set forth on Schedule 0 to enter into the letter agreement referred to in section 0 of this Agreement without the consent of any other party.
Appears in 1 contract
Labour Matters. (ai) With No member of the Fleetmatics Group is a party to, or bound by, any collective bargaining agreement, contract or other agreement or binding understanding with a labour union or labour organisation. No member of the Fleetmatics Group is subject to a labour dispute, strike or work stoppage except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Fleetmatics Material Adverse Effect. To the knowledge of Fleetmatics, there are no organisational efforts with respect to the Conifex Group Business Employees:formation of a collective bargaining unit presently being made or threatened involving employees of the Fleetmatics Group.
(ii) There is no Unfair Labour Practice (as defined in the National Labor Relations Act) or labour arbitration proceeding pending or, to the knowledge of Fleetmatics, threatened against Fleetmatics or its Subsidiaries, except for any such proceeding that has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect.
(iii) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, (i) Fleetmatics and each of its Subsidiaries are in compliance with all applicable local, state, federal and foreign Laws relating to employment, including Laws relating to discrimination, fair employment practices (including equal employment opportunities), terms and conditions of employment, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, classification of employees and exempt and non-exempt, health and safety, employee privacy, layoffs and plant closings and collective bargaining, (ii) Fleetmatics and its Subsidiaries have not received notice of any charge, complaint, investigation or audit with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labour, employment, wages and hours of work, child labour, 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, and (iii) there are no collective bargaining agreements complaints, arbitration proceedings or other similar Contract with any labour union in effect, and no member of the Conifex Group has agreed to recognize any union or other collective bargaining representative; and
(ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws.
(b) There are no actuallawsuits, pending or, to the knowledge of the VendorsFleetmatics, threatened, organizing activities threatened against Fleetmatics or any of its Subsidiaries brought by or on behalf of any trade unionapplicant for employment, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actualcurrent or former employee, pending orrelating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(iv) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, Fleetmatics and each of its Subsidiaries have (i) withheld all amounts required by Law to be withheld from the wages, salaries, commissions, bonuses and other payments to employees; and (ii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither Fleetmatics nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business, consistent with past practice).
(v) Except as set forth in Section 6.1(n)(v) of the Fleetmatics Disclosure Schedule, to the knowledge of Fleetmatics, the Vendorstransactions contemplated by this Agreement will not require the consent of, threatened unfair or advance notification to, any works councils, unions or similar labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining organisations with respect to any member employees of the Conifex Fleetmatics Group, there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitrator.
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Labour Matters. Except as set forth on Schedule 4.20:
(a) With there is not currently, and for the past two (2) years, there has not been, any labour strike, slowdown or other work stoppage with respect to a Subject Company;
(b) no Subject Company (in the Conifex Group case of the Asset Sellers, relating to the Business) is a party to or bound by any collective bargaining Contract or any Contract with any trade union, employee representative or body of employees or their representatives (including any side letters or side agreements);
(c) there is not any pending or to the Selling Parties' Knowledge, threatened, any material unfair labour practices charges or complaints or material, sex, age or other discrimination claims against any Subject Company (in the case of an Asset Seller, relating to the Business);
(d) the Subject Companies have complied in all material respects with all collective bargaining Contracts and any orders or judgments resulting from alleged violations of any labor Laws;
(e) to the Selling Parties' Knowledge, there is not currently, and for the past three (3) years, there has not been any union organizing activity concerning any of the Employees;
(f) since July 1, 2005, no Subject Company has planned, proposed or effectuated any plant closing or mass layoff of Employees relating to the Business that would implicate any Law requiring notice of plant closings or layoffs;
(g) any notice of this Transaction required by any Law, or collective bargaining Contract by a Subject Company has, or shall prior to Closing have, been given, and any bargaining and consultation obligations have been, or prior to Closing will be, satisfied;
(h) each Subject Company has complied with all Contracts relating to or respecting Employees and Retired Employees:, including, all regulations, policies and procedures affecting Employees and Retired Employees, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect;
(i) there are no collective bargaining agreements written notice to terminate the Contract of employment of any Employee whose compensation is in excess of (euro)75,000 (whether given by the relevant employer or other similar Contract with any labour union in effectby the Employee) is pending, outstanding or, to the Selling Parties' Knowledge, threatened and no member dispute, claim or complaint under any applicable Law is outstanding in relation to any current or former Employees, directors or officers relating to their employment or its termination that would reasonably be expected to result in a Loss in excess of (euro)75,000;
(j) no Subject Company (in the case of the Conifex Group has Asset Sellers, relating to the Business) is a party to, bound by or proposing to introduce in respect of any of its directors or Employees any redundancy payment scheme in addition to statutory redundancy pay, nor is there any agreed to recognize any union or other collective bargaining representativeprocedure for redundancy selection; and
(iik) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the knowledge of the Vendors, has applied to be certified as the bargaining agent correct and complete copies of any Conifex Group Business Employees or (C) to the knowledge of the Vendors, has applied to have collective bargaining Contract and any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour Laws.
(b) There are no actual, pending or, to the knowledge of the Vendors, threatened, organizing activities of Contract with any trade union, council employee representative or body of trade unionsemployees or their representatives (including any side letters, employee bargaining agency or affiliated bargaining agent or any actualside agreements, pending orschedules, exhibits and amendments thereto) to which a Subject Company (in the case of the Asset Sellers, relating to the knowledge of the Vendors, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining Business) is a party have been made available to any member of the Conifex Group, there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitratorSilgan.
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Labour Matters. Except as set forth in Part 3.21 of the Disclosure Letter:
(a) With neither the Company nor any of its Subsidiaries has, since the Acquisition Date, experienced any actual or Threatened staff or employee strikes, work stoppages, slow-downs or lock-outs;
(b) no collective agreement or other understanding with any union or labor organization is currently being negotiated by the Company or any other Person in respect of the Company or its Subsidiaries or any of their respective employees and the only collective agreement in force is the collective agreement in respect of the Strathcona Paper LP Unionized Employees expiring on August 31, 2009 (the "Collective Agreement"), a true, correct and complete copy of which has been made available to the Conifex Group Business Employees:
(i) Buyer. Neither the Company nor its Subsidiaries has committed any material breaches of its or their respective obligations under the Collective Agreement including the Union MOU, there are no collective bargaining arbitration or grievance proceedings thereunder and there are no written or oral agreements or other similar Contract with any labour union in effect, and no member courses of conduct which modify the terms of the Conifex Group has agreed to recognize any union or other collective bargaining representative; andCollective Agreement;
(iic) except in respect of the Collective Agreement, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) agent holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation the employees of the Company or successor rights, (B) its Subsidiaries and to the knowledge Knowledge of the VendorsCompany, has applied to be certified as the bargaining agent of there are no threatened or pending union organizing activities involving any Conifex Group Business Employees or (C) to the knowledge employees of the Vendors, Company or its Subsidiaries. No trade union has applied to have the Company or its Subsidiaries declared a "related employer" pursuant to the Labour Relations Act or any member similar legislation in any jurisdiction in which the Company or its Subsidiaries carry on business;
(d) the Company and each of its Subsidiaries is in material compliance with all applicable Legal Requirements respecting labour, employment, human rights, workplace safety and occupational health and safety, terms and conditions of employment, wages and hours and pay equity;
(e) to the Knowledge of the Conifex Group declared Company none of the employment policies or practices of the Company or any of its Subsidiaries are currently being audited or investigated, or are to the Knowledge of the Company subject to imminent audit or investigation by any Governmental Body;
(f) neither the Company nor any of its Subsidiaries is subject to any Order or private settlement Contract in respect of any labour or employment matters;
(g) there is no written policy, plan or program, and no employee has a related employer written agreement with respect to the paying of severance pay or successor employer any form of severance compensation or benefits in connection with the termination of any employee of the Company or any of its Subsidiaries;
(h) there are no Proceedings pending before the Labour Relations Board or any other local, provincial or federal agencies having jurisdiction over the Company's or any of its Subsidiaries' employees nor to the Knowledge of the Company are any such Proceedings Threatened;
(i) the Company and each of its Subsidiaries has, since the Acquisition Date, paid all staff and employees for all wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed by them in accordance with applicable local, provincial and federal law, and all staff and all employees have been paid appropriate and correct premium (overtime) wages where applicable, and no such payments with respect to any services performed for it to the date hereof, or amounts required to be reimbursed to such employees, are delinquent; except where any such failure to pay, singly or in the aggregate, would not be material to the Company or any of its Subsidiaries; and
(j) there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to applicable labour Laws.
(b) any workplace safety and insurance legislation and neither the Company nor any of its Subsidiaries has been reassessed in any material respect under such legislation since the Acquisition Date and to the Knowledge of the Company no audit of the Company or any of its Subsidiaries is currently being performed pursuant to such legislation. There are no actual, pending claims or, to the knowledge Knowledge of the VendorsCompany, threatened, organizing activities potential claims which would reasonably be expected to materially and adversely affect the Company's or its Subsidiaries' accident cost experience rating. The Company and each of its Subsidiaries have complied in all material respects with any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actual, pending or, to the knowledge of the Vendors, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Grouporders issued under occupational health and safety legislation, there are no facts or circumstances that would reasonably likely lead to appeals of any such labour dispute orders currently outstanding and there have not been any are no charges pending under such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board or any Governmental Authority or arbitratorlegislation.
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Labour Matters. (a) With respect to Since the Conifex Group Business Employees:
Applicable Date, except as set forth in Section (9)(a) of the Company Disclosure Letter: (i) neither the Company nor any of its Subsidiaries is, or has been a party to any collective bargaining agreement or other agreement with a labour union or like organization; (ii) there are no collective bargaining agreements unions, works councils, or any other similar Contract with representative of any labour union in effectCompany Employees; (iii) no unions, work councils, or any other similar representative of Company Employees need to be notified or consulted prior to the execution, delivery and no member performance of this Agreement by the Company or the consummation of the Conifex Group has agreed to recognize any union or other collective bargaining representativeTransactions; and
and (ii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (Biv) to the knowledge Company’s Knowledge, there are no activities or proceedings by any individual or group of the Vendorsindividuals, has applied to be certified as the bargaining agent including representatives of any Conifex Group Business work councils, labour organizations or labour unions or like organizations, to organize any Company Employees or (C) to the knowledge of the Vendors, has applied to have any member of the Conifex Group declared a related employer or successor employer pursuant to applicable labour LawsCompany Contractors.
(b) There are no actualSince the Applicable Date, pending with respect to the Company and its Subsidiaries: (i) there has not been any, strike, lockout, slowdown, work stoppage, job action, picketing, unfair labour practice or other labour dispute and none is outstanding or, to the knowledge of the Vendors, threatened, organizing activities of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actualCompany’s Knowledge, pending or, to the knowledge of the Vendors, threatened unfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-outs, hand-xxxxxxxx, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to any member of the Conifex Group, threatened; (ii) there are no facts or circumstances that would reasonably likely lead to any such labour dispute and there have has not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the National Labor Relations Board, the British Columbia Labour Relations Board or any comparable labour relations authority and none is outstanding or, to the Company’s Knowledge, pending or threatened; (iii) there has not been any labour-related Action by or before any Governmental Authority Entity with respect to any current or arbitratorformer Company Employee or Company Contractor and none is outstanding or, to the Company’s Knowledge, pending or threatened; and (iv) neither the Company nor any of its Subsidiaries have promised voluntary recognition to a trade union, labour union or organization, bargaining agent or other person.
(c) Each of the Company and its Subsidiaries is in compliance in all material respects with all their own policies and handbooks and all Laws respecting labour, employment and employment practices, written employment agreements, terms and conditions of employment, wages and hours, human rights, immigration, pay equity, employee privacy, accommodation and occupational safety and health. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar federal, national, state, provincial or local Law. To the Company’s Knowledge, all Company Employees and Company Contractors are authorized and have appropriate documentation to work in the jurisdiction in which they are providing services.
(d) Since the Applicable Date, all material obligations of the Company and its Subsidiaries due for any Company Employee compensation or remuneration (including salary, bonuses, commissions, overtime pay, vacation pay, and termination or severance pay) have been paid or, if unpaid, are accrued and reflected in the books and records of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is in compliance in all material respects with all written agreements with Company Employees.
(e) All contributions and premiums that are required by Law to be paid by the Company and its Subsidiaries relating to statutory plans and programs, including the Canada Pension Plan, employment insurance, plans administered pursuant to applicable provincial health tax, and workers’ compensation/WorkSafe BC, have been paid by the Company and its Subsidiaries in material compliance with Law.
(f) There are no material: (i) outstanding assessments, penalties, fines, liens, charges, surcharges or to the Company’s Knowledge other amounts due or owing under Law in relation to Company Employees; or (ii) outstanding orders under applicable occupational health and safety legislation in relation to Company Employees or Company Assets.
(g) Except as would not result in any material liability to the Company or any of its Subsidiaries, there are no audits or proceedings outstanding or, to the Company’s Knowledge, pending or threatened against the Company or any of its Subsidiaries in any forum by or on behalf of any present or former Company Employee or Company Contractor, any applicant for employment, or Governmental Entity, or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment or services relationship.
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