Employees; Employment Matters Sample Clauses
Employees; Employment Matters. (i) No group of employees or key employee has informed LPT, any of the Sellers or any officer or director of LPT of any plans to terminate his, her or their employment with LPT generally or as a result of the transactions contemplated hereby. Except as set forth on Section 3.2(p)(i) of the Disclosure Schedule, LPT is not party to or bound by any collective bargaining agreement, labor contract, or other oral or written agreement or understanding with a labor organization or labor union. Except as set forth on Section 3.2(p)(i) of the Disclosure Schedule, during the three (3) year period ending on the Closing Date, with respect to LPT: (A) there has not been (and to the Knowledge of LPT, is not now threatened) any strike, lockout, picketing, handbilling, primary or secondary boycott, work stoppage or slowdown, labor dispute, or similar labor activity, involving LPT; (B) no employees of LPT have been represented by a labor union or labor organization with respect to their employment by LPT; (C) LPT has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or understanding with any labor union or labor organization; (D) no labor organization, labor union, or employee of LPT has attempted to organize any employees of LPT, made a demand for voluntary recognition, presented LPT with any petitions or authorization cards seeking to have a labor organization or labor union represent any group of employees, filed any representation petition with the National Labor Relations Board, or given LPT notice of any election of a collective bargaining representative (nor, to the Knowledge of LPT, has any of these actions been threatened); (E) LPT has not authorized any employer or multiemployer association or organization to represent LPT in collective bargaining with any labor organization or labor union; (F) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement has been filed against LPT, nor, to the Knowledge of LPT, is any now threatened; (G) no claim has been filed with any Governmental Authority alleging that LPT has violated any Law related to employment or termination of employment, employment policies or practices, terms and conditions of employment, compensation, labor or employee relations, equal employment opportunity, and fair employment practices, whistle-blowing, retaliation, or employee safety or health (“Employment Laws”) nor, to the Knowledge of L...
Employees; Employment Matters. (i) Except as set forth in Section 3.1(p) of the Disclosure Schedule, to the Knowledge of the Company, no employee or group of employees of the Company or any of its Subsidiaries who have in the last twelve months generated more than $500,000 in revenues of the Company and its Subsidiaries has notified the Company that they intend to terminate their employment with the Company or any of its Subsidiaries generally or as a result of the transactions contemplated hereby or otherwise. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, and neither the Company nor any of its Subsidiaries has experienced any strikes, grievances, other collective bargaining disputes or, to the Knowledge of the Company, claims of unfair labor practices. The Company has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries.
(ii) Section 3.1(p) of the Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and each of the Subsidiaries with an annual base salary of at least $50,000 and independent contractors who render services to the Company or any of its Subsidiaries on more than a single occasion who are expected to be paid at least $50,000 in 1999. Except as disclosed on Section 3.1(p) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any unsatisfied Liability to any previously terminated employee or independent contractor. The Company has made available all written (and summarized all oral) employee handbooks, policies, programs and arrangements to ▇▇▇▇▇▇▇.
(iii) Except as set forth in Section 3.1(p) of the Disclosure Schedule, all Persons employed by the Company and each of its Subsidiaries are employees at will. Except as set forth in Section 3.1(p) of the Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries are subject to noncompete/nonsolicitation covenants in favor of the Company.
(iv) The Company and each of its Subsidiaries has materially complied with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and ...
Employees; Employment Matters. (a) The Company has made available to Parent or its counsel a true, correct and complete list of the employees of the Company as of the date hereof.
(b) The Company has made available to Parent or its counsel a true, correct and complete list of each of the current independent contractors or consultants of the Company as of the date hereof.
(c) The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to any employees of the Company, and, since January 1, 2021, there has been no proceeding by a labor union or other employee representative or group of employees seeking to organize or represent any employees of the Company Group. There is no labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the Company, threatened against the Company Group, and, since January 1, 2021, the Company Group has not experienced any strike, slowdown, work stoppage or lockout by or with respect to its employees. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company.
(d) There are no pending or, material Actions against the Company Group brought by or on behalf of any current or former employee or independent contractor of the Company, and to the Knowledge of the Company, no such Actions are threatened that are reasonably likely to give rise to a Material Adverse Effect.
(e) Since January 1, 2021, the Company Group has been in compliance with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local or applicable foreign statute, rule or regulation relating to plant closings and layoffs (collectively, the “WARN Act”). Since January 1, 2021, the Company has not implemented any “mass layoff” or “plant closing” or engaged in any other layoffs or employee reductions that resulted in obligations under the WARN Act. There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(f) The Company Group is, and for the past six (6) years has been, in material compliance in all respects with all applicable Laws relating to employment or the engagement of labor including in jurisdictions where the Company Group has engaged employees, contractors, or other service providers, relating to wages, hours, ...
Employees; Employment Matters. Seller is not aware that any officer or Key Employee intends to terminate his, her or their employment with Seller (other than as contemplated by this Agreement). Seller does not have the intention to terminate the employment of any of the foregoing (other than as contemplated by this Agreement). Each officer and Key Employee of Seller is currently devoting all of his or her business time to the conduct of the Acquired Business. Subject to general principles related to the wrongful termination of employees, the employment of each officer and employee of Seller is terminable at the will of Seller. No employee, officer or manager of Seller or member of his or her immediate family is entitled to any cash or other payment or other compensation (including the vesting of membership interests) as the result of (a) any merger, sale of membership interests or assets, change in control or other similar transaction by Seller, (b) any termination of employment or change of the nature or terms of employment, or (c) the occurrence of any other event or combination of events. Seller has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. Seller is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, service plan, percentage compensation plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation plan or agreement, including, without limitation, any plan or arrangement by which Seller is obligated to share a portion of the consideration received from the Transaction in any manner other than as indicated in Seller’s articles of organization, as amended to date.
Employees; Employment Matters. 7.15.1 Seller has no unsatisfied liability to any previously terminated employee or independent contractor. Seller has delivered copies of all written employee handbooks, policies, programs and arrangements to Purchaser.
7.15.2 No key employee or independent contractor or group of employees or independent contractors has informed any Seller Entity of any plans to terminate their employment with Seller for any reason, including as a result of the transactions contemplated by this Agreement.
7.15.3 All persons employed by Seller are employees at will.
Employees; Employment Matters. (a) Except as disclosed on the TARGET Disclosure Schedule, neither TARGET nor its Subsidiaries have any unsatisfied Liability to any previously terminated employee or independent contractor. TARGET and its Subsidiaries have disclosed all written employee handbooks, policies, programs and arrangements to BUYER.
(b) No key employee or group of employees has informed either TARGET or its Subsidiaries of any plans to terminate their employment with TARGET or its Subsidiaries as a result of the transactions contemplated hereby or otherwise. Neither TARGET nor its Subsidiaries have experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. Neither TARGET nor its Subsidiaries have any knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of TARGET and its Subsidiaries.
(c) Except as set forth on Section 3.13(f) of the TARGET Disclosure Schedule or as provided by applicable law, all persons employed by TARGET and its Subsidiaries are employees at will or otherwise employed such that TARGET and its Subsidiaries may terminate their employment at any time, with or without cause, without creating any material cause of action against TARGET and its Subsidiaries or otherwise giving rise to any material liability of TARGET and its Subsidiaries for wrongful discharge, breach of contract or tort.
(d) Except as disclosed on the TARGET Disclosure Schedule, TARGET and its Subsidiaries have complied in all material respects with all applicable laws relating to labor in each jurisdiction wherein TARGET and its Subsidiaries conduct business, including, without limitation, any requirements of the Immigration and Nationalization Act of 1952, as amended by the Immigration Reform and Control Act of 1986 and the regulations promulgated thereunder, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all insurance and all other costs and expenses applicable thereto, and neither TARGET nor its Subsidiaries are liable for any arrearage, or any costs or penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, neither TARGET nor its Subsidiaries have incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or any other applicable state or foreign insurance continuation law. No COBRA or...
Employees; Employment Matters. (a) The Company has previously provided the following information to Purchaser which it represents is current and correct in all material respects as of the Execution Date:
(i) (A) the name, job title, original hire date, service date, bonus, if any, paid for fiscal period ending April 1, 2007, accrued and unused vacation as of April 1, 2007, and current annual salary (or rate of pay) of each of such entity’s employees, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) now payable to each of the Company’s employees;
(ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and
(iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company to, or made to the Company by, any director, officer or employee of the Company.
(b) Except as set forth on Schedule 3.19(b), (i) the terms of employment of all employees of the Company are such that their employment may be terminated at will with notice given at any time and (ii) there are no severance payments which are payable by the Company to any such person under the terms of any Contract. Schedule 3.19(b) lists all of the employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan.
(c) The Company is not a party to any collective bargaining agreement or labor union contract. As of the Execution Date, with respect to the Company, there is no pending or, to the Knowledge of the Company, threatened (i) union organizational activity or (ii) application for certification of a collective bargaining agent.
(d) All persons classified by the Company as independent contractors satisfy the requirements of applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company and who has been treated by the Company as an independent contractor is classifiable as a “leased employee” within the meaning of Section 414(n)(2) of the Code with respect to the Company.
Employees; Employment Matters. The Company is not aware that any officer or key employee of the Company or its subsidiaries, or that any group of employees of the Company or its subsidiaries, intends to terminate his, her or their employment with the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has the intention to terminate the employment of any of the foregoing. Each officer and key employee of the Company and its subsidiaries is currently devoting substantially all of his or her business time to the conduct of the businesses of the Company or its subsidiaries. The Company is not aware that any of the officers or key employees of it or its subsidiaries is planning to work less than full-time for the Company or its subsidiaries in the future. Except as set forth under Section 3.28 of the Schedule of Exceptions, subject to general principles related to the wrongful termination of employees, the employment of each officer and employee of the Company or its subsidiaries is terminable at the will of the Company or its subsidiaries, as applicable. Except as set forth under Section 3.28 of the Schedule of Exceptions, no employee, officer or director of the Company or its subsidiaries or member of his or her immediate family is entitled to any cash or other payment or other compensation (including the vesting of stock options and restricted stock) as the result of (a) any merger, sale of stock or assets, change in control or other similar transaction by the Company or its subsidiaries, (b) any termination of employment or change of the nature or terms of employment, or (c) the occurrence of any other event or combination of events. Except as set forth under Section 3.28 of the Schedule of Exceptions, neither the Company nor its subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, service plan, percentage compensation plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation plan or agreement. The Company and its subsidiaries have complied in all material respects with all applicable state and federal equal opportunity, minimum wage, immigration and other laws related to employment and termination of employment. To the Company's knowledge, no employee or officer of the Company or any of its subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure or assignment agreement, or o...
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of each of the officers or employees of the Company as of July 17, 2023, setting forth the name, title, current base salary or hourly rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended December 31, 2021, 2020 and 2019.
(b) The Company is not party to any collective bargaining agreement, and, since January 1, 2017, there has been no activity or proceeding by a labor union or representative thereof to organize any employees of the Company. There is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened against the Company, and, since January 1, 2017, the Company has not experienced any strike, material slowdown, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, the Company is not subject to any attempt by any union to represent Company employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened Actions against the Company under any worker’s compensation policy or long-term disability policy. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened before any applicable Authority relating to employees of the Company. Since January 1, 2017, the Company has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities that would trigger the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation (collectively, the “WARN Act”).
(d) Except as set forth on Schedule 4.20(d), the Company is, and since January 1, 2017, has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classificatio...
Employees; Employment Matters. (a) Section 3.25(a) of the Company Disclosure Schedule lists the names and titles of, and current annual compensation and most recent annual bonus for, each current employee of the Company, together with a description of any agreements concerning such employees and the individual's employee status (e.g., full-time, part-time, temporary, active, leave of absence, hourly, salaried).
(b) There are no personnel policies applicable to the employees of the Company, other than employee manuals, true and complete copies of which have previously been provided to Buyer.
(c) Section 3.25(c) of the Company Disclosure Schedule lists all outstanding options to acquire Company Common Stock, showing for each such option: (i) the name of the optionee, (ii) the number of shares issuable, (iii) the number of vested shares, (iv) the date of expiration, (v) the exercise price, and (vi) whether or not such option is intended to be an "incentive stock option" under Section 422 of the Code. The Company has delivered to Buyer true and complete copies of each agreement evidencing the grant of each such option.
(d) Section 3.25(d) of the Company Disclosure Schedule lists all shares of Company Common Stock issued pursuant to any restricted stock agreement (written or unwritten) including (i) the date such shares were sold or awarded, (ii) the purchase price per share, if any, (iii) the number of shares issued, (iv) the number of such shares which, as of the date hereof, have vested, and (v) the vesting schedule for such shares which, as of the date hereof, have not vested. The Company has delivered to Buyer true and complete copies of each such restricted stock agreement.
(e) Except as set forth in Section 3.25(e) of the Company Disclosure Schedule, with respect to current and former employees and service providers of the Company (each an "Employee"):
(i) 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, including any laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, immigration, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;
(ii) there is no basis for any claim by any Employee that such Employee was subject to a wrongful discharge or any employment discrimination by the Company, or their respective ma...