Other Employment Matters. (a) Except as disclosed on Schedule 4.21(a), (i) MDLY, its Subsidiaries and their Affiliates (A) are in compliance in all material respects with all Applicable Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Applicable Laws and wage payment Applicable Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, or disability rights, (B) since December 31, 2014, have not received any notice of an investigation, charge, citation, penalty, or assessment from any Governmental Entity with respect to such labor and employment Applicable Laws which will or could reasonably be expect to result in a material liability, and (C) since December 31, 2014, have not, and are not, engaged in any unfair labor practice which will or could reasonably be expect to result in a material liability, (ii) since December 31, 2014, no unfair labor practice charge or complaint or labor arbitration proceeding is pending against MDLY, its Subsidiaries or their Affiliates which will or could reasonably be expect to result in a material liability, (iii) since December 31, 2014, there have been no and there currently are no labor strike(s), dispute(s), slowdown(s), or work stoppage(s) pending or, to the knowledge of MDLY or its Subsidiaries, threatened against or involving MDLY, its Subsidiaries or any of their Affiliates which will or could reasonably be expect to result in a material liability, (iv) neither MDLY, its Subsidiaries nor any of their Affiliates is or has been party to any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is currently being negotiated by MDLY, its Subsidiaries or their Affiliates, and (v) to the knowledge of MDLY, no collective bargaining representation question exists respecting employees of MDLY, its Subsidiaries and their Affiliates.
Other Employment Matters. The Company and the Company Subsidiaries are in compliance in all material respects with all Applicable Laws respecting employment and employment practices and terms and conditions of employment, immigration, workers’ compensation, occupational safety, and plant closings, including all minimum wage, overtime and wage payment laws, and are not engaged in any labor practice which qualifies as an unfair labor practice under Applicable Law. No complaint against the Company or any of the Company Subsidiaries is pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or threatened to the Company in writing, or to the Knowledge of the Company otherwise threatened, against or involving the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is or has been a party to a collective bargaining agreement and no collective bargaining agreement is currently being negotiated by the Company or any of the Company Subsidiaries, and to the Knowledge of the Company, no union is currently attempting to organize or otherwise represent any employees of the Company or any of the Company Subsidiaries. No claim in respect of the employment of any employee of the Company or any of the Company Subsidiaries has been asserted and is currently pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, against the Company or any of the Company Subsidiaries, including any claim that has resulted or could reasonably be expected to result in a proceeding before a governmental authority. Neither the Company nor the Company Subsidiaries has suffered an “employment loss” (as that term is defined in the Worker Adjustment and Retraining Notification Act and related regulations) in the 90 day period prior to the date of this Agreement. The Company has made available to Parent true and correct copies of any written material relating to the material personnel policies of the Company and the Company Subsidiaries.
Other Employment Matters. Except as set forth on Schedule 4.17 the Business is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by any appropriate governmental authority and has withheld and paid to the appropriate governmental authority or is holding for payment not yet due to such governmental authority all amounts required to be withheld from employees of the Business and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (ii) the Business has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (iii) the Business is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice); (iv) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any governmental authority with respect to any persons currently or formerly employed by the Business; (v) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices; (vi) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Business; (vii) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other governmental authority in any jurisdiction in which Seller has employed or currently employs any person; and (viii) there are no controversies pending or, to the knowledge of Seller or the Stockholders, threatened, between Seller and any of the Business' respective employees, which controversies have or could reasonably be expected to...
Other Employment Matters. 4.17.1 Neither the Company nor any of its Affiliates is a party to or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiated, and no Collective Bargaining Agreement is applicable to any employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates 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, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in the past three (3) years, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them).
Other Employment Matters. (a) Neither such Combining Company nor any of its Subsidiaries is a party or subject to any collective bargaining agreement or other contract or understanding with any labor union or similar organization that represents or purports to represent any of its employees and no labor union or similar organization has made a pending demand for recognition as representative of any of such Contributing Company’s or its Subsidiaries’ employees. There are no union representation proceedings or petitions seeking a representation proceeding pending or, to the Knowledge of such Combining Company, threatened with respect to any employees of such Combining Company or any of its Subsidiaries. To such Contributing Company’s Knowledge, there is no union organizing activity involving such Combining Company or any of its Subsidiaries nor, to the Knowledge of such Combining Company, is any such activity threatened by any labor union, similar organization or group of employees.
Other Employment Matters. (a) Prior to the Employee Transition Date, Sellers shall not terminate the employment of any Employee with such Person other than for Cause, provided, however, that Buyer shall be advised of any such pending termination a reasonable period of time in advance of such action. Sellers shall notify Buyer promptly if any Employee resigns from employment with any Seller after the date of this Agreement but prior to the Second Closing, other than any such resignation by a Transferred Employee to commence employment with Buyer or Zone Trading. Sellers shall not, without the prior written consent of Buyer, (i) transfer any Employees to other employment with Sellers or any Affiliate of Sellers, or (ii) make any offer or commitment to retain, after the Employee Transition Deadline, any Employee.
Other Employment Matters. 3.22.1 Except as disclosed on Schedule 3.22, (a) the Company is in material compliance with all Laws respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Laws and wage payment Laws, child labor, immigration, employment discrimination, disability rights or benefits Laws, and has not, and is not, engaged in any unfair labor practice, (b) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board, (c) there is no labor strike, dispute, slowdown, or stoppage pending or threatened against or involving the Company, (d) the Company is not a party to any collective bargaining agreement and no collective bargaining agreement is currently being negotiated by the Company, (e) the Company has not breached any collective bargaining agreements, (f) to the Company’s knowledge, no representation question exists respecting employees of the Company and (g) no claim in respect of the employment of any employee of the Company has been asserted and is currently pending or, to the knowledge of the Company, threatened, against the Company.
Other Employment Matters a. This is agreement will be binding on the Company and its successors and will insure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.
Other Employment Matters. (a) The Company is not a party to any labor or collective bargaining agreement.
Other Employment Matters. The Seller acknowledges that the Purchaser is not required under the terms of this Agreement to hire any other employees or independent contractors currently working for the Seller. Section 8 to the Disclosure Schedule attached hereto discloses to the Purchaser the complete and accurate list of the name, current rate of compensation, and any vacation or holiday pay, and any other compensation arrangements or fringe benefits of each current employee of the Seller. The Seller agrees to pay all accrued and unpaid wages, bonuses, vacation or leave time, sick pay, holiday pay, and all federal and state FICA, withholding taxes, unemployment taxes and workers' compensation insurance premiums with respect to the Seller's employees through the Closing Date, including any worker's compensation, unemployment compensation, or other premiums that occur or are charged to the Seller after the Closing Date for periods before the Closing Date. Purchaser may in its sole discretion hire none, some or all current employees of the Seller. In the event that the Purchaser does hire any such employees, the Purchaser agrees to be responsible for the payment of all federal and state FICA, withholding taxes, unemployment taxes and worker's compensation insurance premiums with respect to such employees hired by the Purchaser, if any, after the date of hire. The Purchaser will not adopt or assume at the Closing any of the Employee Benefit Plans that the Seller maintains or any trust, insurance contract, annuity contract, or other funding arrangement that the Seller has established with respect thereto. In no event shall the Purchaser have any liability to the Seller or to any employee or independent contractor of the Seller for any cause or reason, and the Seller shall fully indemnify, hold the Purchaser, its agents, employees and assigns, harmless and defend against any claims by former employees or independent contractors of the Seller for claims relating to the Seller's business (including, without limitation, the Cattle Business) prior to the Closing Date. The Seller shall notify all employees in writing of their rights with regard to any group health plan coverage, shall timely collect and remit all premiums to the appropriate party, and perform all other actions mandated by Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and that are required to be given, collected, or otherwise performed as a result of the Closing.
