Employees and Labor Relations Clause Samples
The "Employees and Labor Relations" clause defines the expectations and obligations regarding the management of personnel and labor matters within a contractual relationship. It typically outlines requirements for compliance with labor laws, fair treatment of employees, and may address issues such as union relations, workplace safety, and non-discrimination. For example, the clause might require the contractor to maintain a safe work environment and to resolve labor disputes in accordance with applicable regulations. Its core function is to ensure that all parties adhere to legal and ethical standards in their employment practices, thereby minimizing the risk of labor disputes and legal liabilities.
Employees and Labor Relations. (a) Except as listed in Schedule 3.14(a), with respect to each Acquired Company: (1) the applicable Acquired Company has no present intention to terminate any employee’s employment; (2) no employee thereof is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the applicable Acquired Company that is material to the performance of such employee’s employment duties or the applicable Acquired Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written demand for recognition; (5) to the Knowledge of the Company, no union organizing or decertification effort exists or is Threatened; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred or, to the Knowledge of the Company, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the applicable Acquired Company or Buyer; (8) there is no employment-related Proceeding pending or Threatened regarding an alleged violation or breach by the applicable Acquired Company (or any of its managers, officers or directors) of any Applicable Law or Contract; (9) no employee or agent of the applicable Acquired Company has committed any act or omission giving rise to any material Liability for any violation or breach by the applicable Acquired Company (or any of its managers, officers or directors) of any Applicable Law or Contract; (10) no charge or complaint is pending or, to the Knowledge of the Company, Threatened against the applicable Acquired Company relating to unfair labor practices or discrimination or otherwise under Applicable Law nor has there been any such event within the past three years; (11) the applicable Acquired Company has paid in full all amounts owed to any employee of the applicable Acquired Company under any Applicable Law, and, to the Knowledge of the Company, there are no circumstances that would permit a penalty or reassessment under any Applicable Law; (12) no charge or order is in effect, pending or, to the Knowledge of the Company, threatened that requires the applicable Acquired Company to comply under any Applicable Law; (13) all emp...
Employees and Labor Relations. (i) There is no labor strike or work stoppage or lockout actually pending, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Seller, there has not been any such action threatened against or materially affecting the Company; (ii) none of the employees of the Company is represented by a union or subject to a collective bargaining agreement and, to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent.
(b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") and accurate details of the material terms of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business.
(c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c).
(d) There are no loans outstanding from the Company to any of the Employees.
(e) The Company is, and has been, in compliance with the terms of employment of each of the Employees, and so far as Seller is aware, no Employee is in breach of his or her employment relationship with t...
Employees and Labor Relations. (a) Except as disclosed in the SEC Reports or in Section 3.18(a) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) to the knowledge of the Company, no officer or key employee of the Company or any of its Subsidiaries, or any group of employees whose continued employment is material to the operations of the Company or any of its Subsidiaries, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing; and (ii) the Company has complied in all material respects with all applicable Laws related to employment.
(b) Except as disclosed in the SEC Reports or in Section 3.18(b) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee of the Company or any of its Subsidiaries is presently a member of a trade union and, to the knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company or any such Subsidiary; (ii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any of its Subsidiaries before any Governmental Authority; (iii) there has been no work stoppage or strike by employees of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries have complied in all material aspects with all applicable Laws relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining.
(c) Except as disclosed in the SEC Reports or in Section 3.18(c) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or for the benefit of any employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination of the employment or engagement of that or any other Person (including without limitation, payments for wrongful or unfair dismissal, loss of office or redundancy), other than in respect to current month payroll expenses and related deductions in relation to employee and employer contributions.
(d) Except a...
Employees and Labor Relations. Except as set forth in Exhibit 2(r), (a) there is not now nor has there been threatened any material labor dispute, strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to the employees of Alon Brands or any of its Subsidiaries; (b) hours worked by and payment made to the employees of Alon Brands or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable laws, rules and regulations pertaining to labor matters, (c) all payments due from Alon Brands or any of its Subsidiaries for employee health and welfare insurance, including, without limitation, workers’ compensation insurance, have been paid or accrued as a liability on its books, (d) the business activities and operations of Alon Brands or any of its Subsidiaries are in compliance with the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq. and other applicable health and safety laws, rules and regulations.
Employees and Labor Relations. (a) The Company is, as of the date hereof, in compliance with all Laws respecting employment, immigration, temporary workers, fixed term employment contracts, employment practices, benefit plans, pension agreements and pension promises, terms and conditions of employment, wages and hours, including any notice, training and filing requirements there under, and there are no pending or, to the Knowledge of the Seller, threatened investigations or claims by any branch or department of any Governmental Entity regarding its compliance with these Laws.
(b) The Company is not a party to or otherwise bound by any collective bargaining agreement such as tariff agreements or shop agreements, project labor agreement, memorandum of understanding, letter agreement, side agreement, contract or any other agreement or understanding with a labor union, labor organization or group of employees acting in concert. As of the date hereof, the Company is not subject to any charge, demand, request for recognition, petition or representation proceeding seeking to compel, require or demand it to recognize and/or bargain with any labor union, labor organization, works council, joint works council, group works council or any other group of employees acting in concert nor, as of the date hereof, is there pending or threatened, any election procedure of a works council, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company.
(c) There is no basis for any action or proceeding against, and no action or proceeding pending or threatened against, the Company: (i) breach of an actual or implied contract of employment (including, but not limited to, any claim of fraud, promissory fraud, promissory estoppels or fraudulent misrepresentation in the making of any actual or implied contract of employment), (ii) unjust, wrongful, discriminatory (incl. "mobbing"), retaliatory or tortuous discharge (including any claim of whistle blowing), (iii) slander, libel or other action claiming defamation, (iv) intentional tort (including assault, battery, conversion and/or intentional infliction of emotional distress) or (v) negligent infliction of emotional distress, negligent hiring, negligent supervision or negligent retention.
(d) There is no basis for any claim against, and no claim is pending or threatened against, the Company arising out of any Law relating to discrimination in employment or employment practices or occupational safety and health standards.
(e) Schedule...
Employees and Labor Relations. (a) On the Closing Date, the Buyer shall extend offers of employment to each employee (whether full or part-time) of the Seller, offering employment with the Buyer on and after the Closing Date for no less base compensation than such employees received from Seller immediately prior to the Closing Date, except that Buyer is not required to make an offer of employment to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. All of Seller’s employees who are offered and accept employment with the Buyer shall be known as the “Hired Employees.”
(b) The Buyer shall assume all of the Seller’s collective bargaining agreements listed on Schedule 3.1.
(c) The Buyer shall be responsible for (i) all obligations, if any, under the Workers Adjustment and Retraining Notice Act (“WARN Act”) and any similar state plant closing laws including but not limited to any financial Liability thereunder, arising from or related to Buyer’s purchase of the Business and the Purchased Assets and (ii) for any financial Liability related to a breach of Buyer’s covenants contained in Sections 7.2(a) and 7.2(b). Except as provided in the preceding sentence, Seller shall be responsible for all other obligations, if any, under the WARN Act and any similar state plant closing laws, including any financial liability thereunder, not arising from or related to Buyer’s purchase of the Business and the Purchased Assets.
(d) The Buyer shall be responsible for all obligations, on and after the Closing Date, relating to Buyer’s employee benefit plans for the benefit of the Hired Employees, including but not limited to all obligations under ERISA and any other state or federal employee benefit laws and all the obligations set forth in the remaining subsections of this Section 7.
Employees and Labor Relations. (a) Each individual who performs services for the Company or any of the Subsidiaries has been, and is, properly classified by the Company or the relevant Subsidiary as an employee or an independent contractor, except where the failure to so classify an individual has not had and is not reasonably anticipated to have a Material Adverse Effect.
(b) To the Company’s knowledge, no employee or advisor of the Company or any of the Subsidiaries is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the business conducted or to be conducted by the Company or any of the Subsidiaries or to the use of trade secrets or proprietary information of others, exclusive of any such violation as has not had and is not reasonably anticipated to have a Material Adverse Effect. To the Company’s knowledge, there is neither pending nor threatened any actions, suits, proceedings or claims or any basis therefor or threat thereof with respect to any contract, agreement, covenant or obligation referred to in the preceding sentence, exclusive
(c) No material labor dispute exists or, to the Company’s knowledge, is imminent with respect to any of the employees of the Company that would reasonably be expected to result in a Material Adverse Effect.
Employees and Labor Relations. (a) Schedule 3.8(a) sets forth a complete and correct list of each material Company Benefit Plan.
(b) Schedule 3.8(b) lists all Seller Personnel and independent contractors, together with (as applicable) the title, position, base salary or hourly wage rate, target bonus, immigration status, and classification as exempt or non-exempt, full- time or part-time, salaried or hourly, in each case, as of the date hereof. All Seller Personnel are employed at will, and their employment or engagement may be terminated at will. Schedule 3.8(b) also lists all Seller Personnel currently on disability or leaves of absence (including the date such disability or leave commenced, the type of leave of absence, and the expected date of return to active employment).
(c) There are no unpaid wages, bonuses, retention payments, change in control payments, commissions, social insurance, or housing fund payments due to or on behalf of any Seller Personnel, any independent contractor of the Business or any former employee or independent contractor of the Business, or premiums for, or contributions or payments due to, any Company Benefit Plan or any Governmental Authority in respect of the time period from January 1, 2020, through and including the Closing Date, except for (i) amounts for wages accrued in the Ordinary Course in the current pay period and (ii) any wages, bonuses retention payments, or severance payments that are or may become payable by Sellers to Seller Personnel, regardless of whether they become Transferred Employees, as determined by Sellers in Sellers’ sole discretion.
(d) There are and have been no collective bargaining agreements or other labor union contracts applicable to or covering any Seller Personnel. There are no Actions for unfair labor practice, controversies, disputes, strikes, slowdowns, lockouts, picketing, or work stoppages pending or, to the Knowledge of Sellers, threatened by any Seller Personnel. There is no union organizing effort pending or, to the Knowledge of Sellers, threatened with respect to any Seller Personnel.
Employees and Labor Relations. 16.1. The Company and each of the Subsidiaries has complied in all material respects with all applicable laws with respect to labor and employment, and there have been no pending or unresolved claims made or threatened in writing against the Company or any of the Subsidiaries or VIE Affiliates arising out of or relating to or alleging any violation of any applicable laws regarding employees, employee health and safety, employee benefits and labor matters. Neither the Company nor any of the Subsidiaries or VIE Affiliates has been in the past three (3) years or is currently subject to any actual or threatened (a) labor dispute, labor trouble, work stoppage, slowdown, strike, or other concerted action by the employees of the Company or any of the Subsidiaries or VIE Affiliates or (b) labor grievance or unfair labor practice complaint, controversy, claim or proceeding with any labor or employee organization or any governmental or regulatory authority, which in each case has not been resolved as of the Closing.
16.2. In the past three (3) years, no employee or former employee of the Company or any of the Subsidiaries or VIE Affiliates has instituted any claim against the Company or any of the Subsidiaries or VIE Affiliates for unpaid compensation or severance, which in each case has not been resolved as of the Closing.
16.3. For the past three (3) fiscal years, except as otherwise accrued or provided in the audited financial statements or disclosed hereunder, the Company and each of the Subsidiaries and VIE Affiliates has made all required social security-related payments in respect of its employees, including payments for the pension fund, unemployment insurance, medical insurance, maternity insurance, work-related injury insurance and the housing fund.
16.4. Neither the Company nor any of the Subsidiaries or VIE Affiliates has any contract with any trade union or other body representing its employees or any of them, nor is there any recognized or certified trade union or other body representing its employees or any of them for negotiating purposes. There is no actual or threatened demand by any of the employees of the Company or any of the Subsidiaries or VIE Affiliates for employee association or representation issues, a collective bargaining agreement or recognition by any labor organization.
16.5. There is no dispatched workers or other independent contractors in the Company, each of the Subsidiaries and VIE Affiliates, save that interns are not deemed as ...
Employees and Labor Relations. The Companies have no direct employees. Section 3.9(a) of the Seller Disclosure Schedule contains a list of (i) agreements by which the Company receives services from employees of Sellers, (ii) all persons who are employees providing services to the Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized (the “Business Employees”), and sets forth for each such individual the following: (1) name; (2) title or position (including whether full or part time); (3) hire date; (4) current annual base compensation rate; and (5) commission, bonus or other incentive-based compensation. Except as set forth in Section 3.9(a) of the Seller Disclosure Schedule, all Business Employees are at-will employees and there are no independent contractors or consultants providing services to the Companies, and, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants providing services to the Companies for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of any them with respect to any compensation, commissions or bonuses.