Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization.
(b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years.
(c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years.
(d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding.
(e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.
Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.
(b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threaten...
Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives.
(2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries.
(3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.
Employees; Labor Matters. (a) Neither Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining agreement, and, to the knowledge of Parent, there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees of Parent or any of the Parent Subsidiaries in their capacity as such.
(b) Since January 1, 2019, there has not occurred or, to the knowledge of Parent, been threatened in writing any material strike, slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity or union organizing campaign with respect to any employees of Parent or any of the Parent Subsidiaries. There are no labor disputes subject to any formal grievance procedure, arbitration or litigation and there is no representation petition pending or, to the knowledge of Parent, threatened in writing with respect to any employee of Parent or any of the Parent Subsidiaries, in each case, which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Parent and the Parent Subsidiaries are in compliance in all material respects with all Laws relating to employment and labor, including by not limited to, Laws relating to wages, hours, collective bargaining, employment discrimination, safety and health, workers’ compensation, immigration status, and the collection and payment of withholding or social security taxes.
Employees; Labor Matters. (a) Section 3.11(a) of the Parent Disclosure Schedule sets forth a list, as of the date of this Agreement, of each collective bargaining Contract, material works council Contract, all applicable industry-wide collective agreements (“accords et conventions de branche” and “accords interprofessionnels”), any other agreements with any employee representative body or trade union, any practice (“usage”) or unilateral undertaking (“engagement unilateral”) and other labor Contract, in each case in a Material Jurisdiction, and to which any Transferred Entity is a party or to which any Business Employee identified as of the date hereof is subject.
(b) There is no material employment contract with a Business Employee whose annual base compensation is in excess of $200,000 which can be terminated for a significantly higher amount than provided for by the collective bargaining Contracts, except as otherwise disclosed on Section 3.10(a) of the Parent Disclosure Schedules.
(c) Except as would not have a Business Material Adverse Effect, to the Knowledge of Parent: (i) each Transferred Entity has complied with the terms of applicable Laws and such collective bargaining Contracts pertaining to the employment or termination of employment of the Business Employees (whether current employees or employees who have been dismissed or whose employment contracts have been terminated over the last five (5) years and employee representation requirements); (ii) there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any Business Employees identified as of the date hereof; (iii) no demand for recognition of any Business Employees identified as of the date hereof has been made by, or on behalf of, any labor union; and (iv) during the three (3)-year period immediately prior to the date of this Agreement, there have been no material strikes or lockouts at the Business.
(d) Except as would not have a Business Material Adverse Effect: (i) each Transferred Entity has at all times complied with all its obligations to or in respect of each Transferred Entity Employee and any former employee of a Transferred Entity, and the employers of the Business Employees have so complied in respect of each Business Employee, in each case arising out of or in connection with their terms and conditions of employment and/or under all applicable Laws relating to employment matters including, without limitation, retirement scheme or benefits, and n...
Employees; Labor Matters. As of the date hereof, the Company employed the number of full-time employees and part-time employees described on SCHEDULE 3.
Employees; Labor Matters. (a) Section 3.15(a) of the Disclosure Schedule contains: (i) a list of all full-time, part-time and per diem employees of Seller or Tribune, as applicable, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively to the Business; and (ii) the current rate of annual base salary provided by Seller or Tribune, as applicable, or any of their respective Subsidiaries to such employees as of the date hereof.
(b) Except as set forth in Section 3.15(b) of the Disclosure Schedule and in respect of the Business or any of the Employees, (i) neither Seller or Tribune, as applicable, nor any of their respective Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), (ii) since January 1, 2016, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries has made a demand for recognition or certification, and there are no, and since January 1, 2016 there have not been any, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any of their respective Subsidiaries and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries, and no such activities have occurred since January 1, 2016.
(c) There is no pending or, to the Knowledge of Seller, threatened strike or labor dispute against or involving the Stations or any Employee except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice, complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Seller, threatened in writing against Seller or Tribune, as applicable, or any of their respective Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with ...
Employees; Labor Matters. (a) Sellers have, to the extent permitted under applicable Law, made available to Purchaser a true, correct and complete list as of the date hereof of all Business Employees, including such individual’s employee identification number, job title or function, job location, grade, current salary or wage, all incentive compensation paid to such individual for calendar year 2011 (with respect to a Business Employees located in the United States only), and current status (as to leave or disability status, full-time or part-time, exempt or nonexempt, and temporary or permanent status).
(b) As of the date hereof, (i) none of the Business Employees are represented by any union, works council or other entity, (ii) there are no pending or, to the Knowledge of Parent, threatened, strikes or lockouts with respect to any Business Employees, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, with respect to the Business Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claim...
Employees; Labor Matters. The Company has generally enjoyed a good employer-employee relationship with its employees. Attached hereto as Schedule 4-J is a complete list of all employees of the Company whose duties are related to the operation of the business of the Company. Seller warrants there exists no pending or threatened actions by any employees alleging sex, age, race, or other discriminatory practices, no current effort to organize these employees into collective bargaining units, and no collective bargaining agreement is now in effect. There are no contracts, written or oral, between the Company and any of its employees, except as specifically disclosed in Schedule 4-J.
Employees; Labor Matters. Schedule 2.20 attached hereto sets forth a true and complete list of all employees of Seller that perform services primarily for the Business as of the date hereof (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth in Schedule 2.20 attached hereto, upon termination of the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge of Seller, there are no facts or circumstances that could give rise to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute ...
