Worksite Employees. Except as set forth on Schedule 3.25, with respect to any client of Company, and with respect to any employee physically located at a client of Company ("Worksite Employees"), to the best of Company's knowledge there is not:
(a) any applicable collective bargaining agreement or relationship with any labor organization;
(b) any labor organization or group of employees who has filed any representation petition against or made any written or oral demand of Company or any of its clients for recognition;
(c) any pending or threatened union organizing efforts that might impose collective bargaining obligations on Company or its clients;
(d) any labor strike, work stoppage, slowdown, or other material labor dispute has occurred;
(e) any employment-based charge, complaint, grievance, investigation, inquiry or obligation of any kind, served against Company or threatened, relating to an alleged violation or breach by Company of any law, regulation or contract; and
(f) any employee of Company or of any client having committed any act or omission giving rise to liability against Company.
(g) any plant closing or layoff of Worksite Employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance and no such action will be implemented without advance notification to Parent.
(h) any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under environmental or safety requirements for Worksite Employees.
(i) any underground storage tanks or surface impoundments;
(j) any asbestos-containing materials in any form or condition;
(k) any materials or equipment containing polychlorinated biphenyls; or
(l) any hazardous substance located at any client site or to which any Worksite Employee is or has been exposed.
Worksite Employees. (a) The Seller is not a party to or bound by any collective bargaining agreement related to any Transferred Client or any Worksite Employees. The Seller has not, since January 1, 2004, experienced any strikes, grievances, claims of unfair labor practices as against the Seller, or other collective bargaining disputes involving the Seller, related to any Transferred Client or Worksite Employees. Since January 1, 2004, Seller has not committed or been charged or threatened with a charge of any unfair labor practice. The Seller has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to any Transferred Client or any Worksite Employees.
(b) The Seller is in material compliance with all applicable federal, state, local and foreign laws and regulations concerning the employer-employee relationship and with all agreements relating to the employment of its Worksite Employees, including applicable wage and hour laws, fair employment laws, safety laws, workers' compensation statutes, unemployment laws, and social security laws. With respect to the Seller and the PEO Business, there are no pending or, to the Knowledge of the Seller, threatened claims, investigations, charges, citations, hearings, consent decrees, or litigation concerning: wages, compensation, bonuses, commissions, awards, or payroll deductions, equal employment or human rights violations regarding race, color, religion, sex, national origin, age, handicap, veteran's status, marital status, disability, or any other recognized class, status, or attribute under any federal, state, local or foreign equal employment law prohibiting discrimination; representation petitions or unfair labor practices; grievances or arbitrations pursuant to current or expired collective bargaining agreements; occupational safety and health; workers compensation; wrongful termination, negligent hiring, invasion of privacy or defamation; immigration or any other Labor Claims. Seller is not liable for any unpaid wages, bonuses, or commissions (other than those not yet due) or any tax, penalty, assessment, or forfeiture for failure to comply with any of the foregoing. There is no outstanding agreement or arrangement to which the Seller is a party with respect to severance payments with respect to any Worksite Employee.
Worksite Employees. The term “Worksite Employee” shall mean an individual hired by Client (i) who completed TotalSource’s new hire forms, (ii) who is eligible to work in the United States (“U.S.”) as evidenced by the timely and accurate completion and submission to TotalSource of the U.S. Department of Homeland Security’s Form I-9, Employment Eligibility Verification (“I-9”) and any other legally required employment eligibility verification system, and
Worksite Employees. Except as described on Schedule 3.23, with respect to any client of the Affiliated Companies, and with respect to any employee physically located at a client of the Affiliated Companies (“Worksite Employees”), to the best of each of the Controlling Sellers’ knowledge there is not:
(a) any applicable collective bargaining agreement or relationship with any labor organization;
(b) any labor organization or group of employees who has filed any representation petition against or made any written or oral demand of the Affiliated Companies or any of its clients for recognition;
(c) any pending or threatened union organizing efforts that might impose collective bargaining obligations on the Affiliated Companies or its clients;
(d) any labor strike, work stoppage, slowdown, or other material labor dispute has occurred;
(e) any employment-based charge, complaint, grievance, investigation, inquiry or obligation of any kind, served against the Affiliated Companies or threatened, relating to an alleged violation or breach by the Affiliated Companies of any law, regulation or contract;
(f) any employee of the Affiliated Companies or of any client having committed any act or omission giving rise to liability against the Affiliated Companies; or
(g) any plant closing or layoff of Worksite Employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance and no such action will be implemented without advance notification to Buyer;
Worksite Employees. Former employees of the Client become co-employees of Selective HR and the Client as of the effective date shown on the Pricing Addendum. These individuals are referred to in this Agreement as the "Worksite Employees". Both the Client and Selective HR agree to cooperate with the following concerning the Worksite Employees:
a. Selective HR agrees to furnish Client the Worksite Employees and Client agrees to accept the Worksite Employees for all job functions and workers' compensation code classifications set forth in the Pricing Addendum.
b. The parties acknowledge that Selective HR is an Professional Employer Organization (PEO), also referred to as an employee leasing company, duly licensed in each state of its operations. Selective HR and Client agree to the following conditions:
(i) Selective HR has a responsibility for the direction and control over the Worksite Employees assigned to the Client's location. The parties agree that the Client must retain sufficient control necessary to conduct Client's business, discharge any fiduciary responsibility that it may have, or comply with any applicable licensing, regulatory or statutory requirement of Client. Further, the Client retains full responsibility for its business, products, and services.
(ii) Selective HR assumes responsibility for the payment of wages to the Worksite Employees without regard to payments by Client to Selective HR. Any wage payment to Worksite Employees in the event of Client's failure to meet their invoice obligations to Selective HR will be paid at the applicable minimum wage (or the legally required minimum salary or overtime pay).
(iii) Selective HR assumes responsibility for the payment of payroll taxes from payroll on Worksite Employees. Selective HR indemnifies and holds client harmless from direct out-of-pocket expenses and costs to Client that may result from Selective HR's failure to withhold and pay withheld taxes.
(iv) Selective HR retains authority to hire, terminate, discipline, and reassign the Worksite Employees. However, Client also has the right to accept or cancel the assignment of any Worksite Employee.
(v) Selective HR has a responsibility for the direction and control over management of safety, risk, and hazard control at the work site or sites affecting the Worksite Employees, including;
1. Responsibility for performing safety inspections of Client equipment and premises.
2. Responsibility for the promulgation and administration of employment and safety policies....
Worksite Employees. NEA has furnished to Trident a list containing the names of all Worksite Employees, including each such employee's status, social security number and current compensation.
Worksite Employees. With Teachers Firsts’ guidance, the Academy shall comply with all safety, health and work laws, regulations and rules at its own expense. With Teachers Firsts’ guidance, the Academy shall also comply with all safe work practices and use of protective equipment required by federal, state or local law at the worksite locations. Accordingly, Teachers First shall consult with the Academy, and the Academy shall have certain risks and responsibilities including, but not limited to, premises liability, safety risks attendant to the ownership of premises and equipment (which are traditionally assigned to the owner of a business, location, or equipment).
