Labor. (a) Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller. (b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation. (g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ventiv Health Inc), Asset Purchase Agreement (Ventiv Health Inc)
Labor. (a) Seller is not None of the Companies are, or have ever been, a party to or bound by any labor agreement, union contract or collective bargaining agreement agreement, nor are any of the Companies’ employees represented by a works’ council or a labor organization. For the past three years there have been no, and there currently are no no, proceedings filed or, to the Stockholder’s Knowledge, threatened by any labor union or collective bargaining agreements which pertain labor organization or any other activities or efforts to organize any employees of Sellerthe Companies or to compel any of the Companies to bargain with any labor union or labor organization or other employee concerted activity.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller For the past three years there has made a pending demand for recognition, been no and there are is no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerStockholder’s Knowledge, threatened to be brought strike; walkout; lock-out; slowdown; labor demonstration, leafleting, boycott or filed, with picketing; sit-in; or similar form of organized labor disruption or work stoppage at any of the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of SellerCompanies.
(c) There are For the past three years, there have been no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There and there are no unfair labor practice chargescharges or complaints, grievances grievances, or complaints labor arbitration demands or proceedings filed against any of the Companies, whether or not filed pursuant to a collective bargaining agreement, pending oror threatened, nor, to the Knowledge of SellerStockholder’s Knowledge, threatened by is there any valid legal basis for such charge or on behalf of any employee or group of employees of Sellercomplaint.
(d) There The Companies are no complaints, charges or claims against Seller pending or, to and for the Knowledge of Seller, threatened which could be brought or filed, past three years have been in material compliance with any public or Governmental Body based on, arising out of, in connection with, or otherwise all applicable Laws relating to the employment or termination of employment by Sellerlabor and employment, of any individual.
(e) Seller is in compliance in including but not limited to all material respects with all applicable Laws and Orders relating to the employment payment of labor, including all such Laws and orders relating to wages, hourshours of work, meal and rest periods, and the Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act and any applicable similar local, state, local Commonwealth, US-national, or foreign non-US national “mass layoff” or “plant closing” Law (“WARN”), ; collective bargaining, discrimination, civil rights, equal employment opportunity, disability, labor relations, immigration, benefits, working conditions, occupational safety and health, worker’s compensationpersonal leave, payment of overtime wages family and medical leave, hiring, promotion, assignment, terminations, workers’ compensation and the collection and payment of withholding and/or social security taxes Taxes and any similar tax.
(f) There Tax, and there has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller any of the Companies within the six two (62) months years prior to making this representationClosing, and no notifications with respect to mass layoffs have been made.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)
Labor. (a) Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller the Business or Radiocoms or any of its Subsidiaries are represented by any labor organization. No , and no labor organization or group of employees of Seller the Business or Radiocoms or any of its Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions has filed a petition seeking a representation proceeding presently or given Radiocoms or any of its Subsidiaries or Relevant Affiliates written notice of any intention to be represented by a collective bargaining representative. No collective bargaining agreement is currently being negotiated with respect to any employees of the Business or Radiocoms or any of its Subsidiaries.
(b) (i) The Business and Radiocoms and each of its Subsidiaries is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and with each collective bargaining agreement applicable to it, and is not engaged in any unfair labor practice; (ii) to the knowledge of Seller, there is no unfair labor practice charge, complaint or similar claim relating to the Business against Radiocoms or any of its Subsidiaries or Relevant Affiliates pending or threatened before any Governmental Body charged with the regulation or oversight of labor relations or similar matters; (iii) there is no labor strike, work slowdown or stoppage or other significant labor dispute or disturbance pending or, to the Knowledge knowledge of Seller, threatened to be brought against or filed, with affecting the National Labor Relations Board Business or other labor relations tribunal. There is no organizing activity involving Seller pending or, Radiocoms or any of its Subsidiaries; (iv) to the Knowledge knowledge of Seller, threatened by there is no representation claim or petition pending before any Governmental Body charged with the regulation or oversight of labor organization relations or group of similar matters, and no question concerning representation exists with respect to the respective employees of Sellerthe Business or Radiocoms or any of its Subsidiaries; (v) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending, and no claim therefor exists, which in any case could reasonably be expected to have a Material Adverse Effect on the Business or Radiocoms and its Subsidiaries, taken as a whole; and (vi) neither the Business nor Radiocoms or any of its Subsidiaries has experienced any work stoppage or other significant labor difficulty during the past three years.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts agreements or arbitrations supplemental agreements currently in effect between Radiocoms or (ii) material grievances any of its Subsidiaries or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of Affiliates and any employee or collective bargaining representative representing a group of employees employed by the Business or Radiocoms or any of Sellerits Subsidiaries.
(d) There are no complaints, charges Section 4.17(d) of the Radiocoms Disclosure Letter sets forth the names of all present salaried employees of the Business or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individualRadiocoms and its Subsidiaries and their current annual salaries and other compensation.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) None of the Company, its Subsidiaries, or with respect to any employees of Seller providing employee-type services to the Business, Seller (i) is not a party to any labor or collective bargaining agreement and or other labor union contract and, to Seller’s Knowledge, there are no labor organizational campaigns, petitions or other unionization activities focusing on persons who provide services to the Company, its Subsidiaries or the Business which seeks recognition of a collective bargaining agreements which pertain unit and (ii) is, nor in the past three (3) years has been, subject to any strikes, material slowdowns or material work stoppages pending or threatened in writing between the Company, its Subsidiaries or Seller (as applicable) and any group of the foregoing employees. The Company, its Subsidiaries and, with respect to employees of Seller.
(b) No employees of Seller are represented by any that provide employee-type services to the Business, Seller are, and have been in compliance with all applicable Laws regarding employment, labor organization. No labor organization or group and wage and hour matters, including discrimination, retaliation, equal employment opportunity, sexual and other harassment, civil rights, immigration, safety and health, paid time off/sick pay, leaves, business expenses, workers’ compensation, classification of employees and independent contractors, classification of Seller has made a pending demand exempt and non-exempt status for recognitionovertime eligibility purposes, plant closing and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board layoff or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, notices including all such Laws and orders relating to wages, hours, under the Worker Adjustment and Retraining Notification Act and any similar and all comparable state, local or foreign “plant closing” Law (“WARN”)and other legal requirements, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or Taxes, social security taxes Taxes and similar Taxes. The Company, its Subsidiaries and, with respect to employees of Seller that provide employee-type services to the Business, Seller are not, and have not been in violation of any similar taxcontract with or specific promise made to employees or individuals providing employment-type services.
(fb) There To Seller’s Knowledge, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment contract, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Each employee of the Company and its Subsidiaries is authorized to work in the United States. Seller has been no “mass layoff” or “plant closing” as defined by WARN current I-9 Forms for all employees of the Company and its Subsidiaries who work in the United States and for those who worked in the United States in the past three (3) years, and has complied with required processes with respect to obtaining such I-9 Forms. To Seller’s Knowledge, no employee or independent contractor, or actions taken by such employee or independent contractor, has been the target of any investigation by any Governmental Authority. To Seller’s Knowledge, no employee or independent contractor of the Company or any of its Subsidiaries has received any request by a Governmental Authority to review any Business-related records, files or other documents maintained by such employee or independent contractor. Seller has not received any request by a Governmental Authority within the six last five (65) months prior years to making this representationreview employment-related records maintained by the Company and/or its Subsidiaries regarding any of the employees of the Company and/or its Subsidiaries or records related to the relationship of the Company or its Subsidiaries with an independent contractor.
(gc) To Seller’s Knowledge, in the Knowledge last five (5) years, no allegations of sexual or other harassment or discrimination have been made against any employee or officer of the Company or any of its Subsidiaries. In the last five years, neither the Seller nor the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual or other harassment, discrimination or other misconduct by an employee or officer of the Company or any of its Subsidiaries.
(d) There are no pending or, to Seller’s Knowledge, threatened litigation, arbitration, or administrative proceedings alleging a violation or claimed violation by the Company, its Subsidiaries, or with respect to any employees of Seller providing employee-type services to the Business, Seller, no executiverelated to any health, key employeesafety, wage and hour, equal employment opportunity, anti-discrimination, labor or other law, ordinance, rule regulation, or group order governing the terms and conditions of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreementemployment.
Appears in 1 contract
Sources: Stock Purchase Agreement (Kingsway Financial Services Inc)
Labor. (a) No labor strike, lockout, slowdown, picketing or work stoppage against Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened threatened, and Seller is not subject to be brought any pending labor dispute or filed, Action. Seller is not bound by any agreement with any labor organization (covered by the National Labor Relations Board Act), there are no labor unions or other labor relations tribunalorganizations representing any Employee of Seller. There is no organizing activity involving Seller pending or, to To the Knowledge of Seller, threatened no union organizing activities involving any such labor organization, employee, group of employee or collective bargaining agent is pending or threatened. No petition has been filed nor have any proceedings been instituted by any labor organization a union, works council, collective bargaining agent, employee, or group of employees with any Governmental Entity seeking recognition of a collective bargaining agent with respect to any Employees of Seller, and no voluntary recognition has been given by Seller.
(b) With respect to the Employees of Seller, Seller is in material compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, employee classification, and unemployment insurance.
(c) There are no The information contained in Section 3.14(c) of the Seller Disclosure Letter in respect of the Employees of Seller is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee of Seller: (i) strikesname, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances service date, (iii) position, (iv) annual base salary and annual target incentive, or pay rate, (v) work location, (vi) visa type, if any, (vii) vacation accrual rate, (viii) status as full-time or part-time and (ix) status as an Inactive Employee and the expected date of return to work, if known. Prior to the date hereof, Seller has not represented to any Employee of Seller that such Employee’s salary, benefits or other labor disputes pending or, compensation would be increased to the Knowledge extent such Employee accepts an offer of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, employment by Buyer pursuant to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of SellerSection 5.1(a).
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executiveSeller has not received written notice that any Employee is in violation of any material term of any confidentiality agreement, key employeecommon law nondisclosure obligation, fiduciary duty, noncompetition agreement, or group restrictive covenant, or any similar employment arrangement relating (i) to the right of employees currently has any plans such Employee to terminate be employed by Seller or (ii) to the knowledge or use of Trade Secrets with respect to any such Employee’s employment with Seller.
(e) Except as set forth in Section 3.14(e) of the Seller independently Disclosure Letter, no employee of CTI or any of its Affiliates (other than Seller) provides services to the Business as a result of this Agreementpresently conducted.
Appears in 1 contract
Sources: Asset Purchase Agreement (Midas Medici Group Holdings, Inc.)
Labor. (ai) Seller is not a party to any No strike, work stoppage, walkout, lockout, or other material labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to dispute involving the employees of Seller.
(b) No employees the Company or any of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently its Subsidiaries is pending or, to the Knowledge of Sellerthe Company, threatened, and, to the Knowledge of the Company, no such dispute has occurred within the past three (3) years. There is no union representation petition involving the employees of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company are there or for the past three (3) years have there been any other ongoing or threatened union organizing activities. Employees of the Company and its Subsidiaries are not represented by any labor union or any similar employee representative organization or association, nor are any collective bargaining agreements or other Contracts with any labor organization or any similar employee representative organization or association otherwise in effect or being negotiated with respect to such employees in connection with their employment with the Company or any of its Subsidiaries. Within the past three (3) years, neither the Company nor its Subsidiaries have implemented or effectuated a “plant closing,” “mass layoff,” partial “plant closing,” “relocation,” or “termination” (each as defined in the Worker Adjustment and Retraining Notification Act or similar state or local Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, which “plant closing,” “mass layoff,” partial “plant closing,” “relocation,” or “termination” triggered any notice obligations under the Worker Adjustment and Retraining Notification Act.
(ii) The Company has provided to Parent a true and correct list of all employees and independent contractors of the Company and its Subsidiaries, containing: (A) their names and status as an employee or contractor; (B) the entity with which they are employed or engaged and their location (country, state, city); (C) their start dates; (D) their job titles; (E) their fulltime, part-time, or temporary status; (F) their base salaries or base hourly wage or contract rate; (G) their target bonus rates or target commission rates; (H) any other compensation payable to them (including compensation payable pursuant to any other bonus, deferred compensation, commission arrangements or other compensation, and/or severance payments); (I) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (J) their visa status, if applicable, and (K) designation of whether they are classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law.
(iii) The Company and its Subsidiaries (A) are, and at all times during the past three (3) years have been, in material compliance with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health; (ii) have withheld and reported all amounts required by any Legal Requirement or Contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company employee; (iii) have no material Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Company employee (other than routine payments to be made in the normal course of business and consistent with past practice)
(iv) Except as set forth in Schedule 2.1(m), there are no currently pending, and have not been during the past three (3) years, any actions, suits, claims (oral or written), charges, complaints, grievances, arbitrations, investigations or other legal proceedings against the Company or any of its Subsidiaries, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Person or any Governmental Authority or arbitrator in connection with the National Labor Relations Board employment or engagement of any current or former employee, applicant, contractor, or other service provider of the Company or any of its Subsidiaries, including any claim relating to unfair labor relations tribunal. There is no organizing activity involving Seller pending orpractices, employment discrimination, harassment, retaliation, equal pay, wage or hours violations, unpaid wages, misclassification, unpaid commissions, wrongful termination or any other employment related matter arising under applicable Laws such as would, individually or in the aggregate, reasonably be expected to be material to the Knowledge of SellerCompany and its Subsidiaries, threatened by any labor organization or group of employees of Sellertaken as a whole.
(cv) There are no (i) strikesExcept as would not, work stoppagesindividually or in the aggregate, slowdowns, lockouts or arbitrations or (ii) reasonably be expected to be material grievances or other labor disputes pending or, to the Knowledge of SellerCompany and its Subsidiaries, threatened against or involving Seller. There are no unfair labor practice chargestaken as a whole, grievances or complaints pending or, each Person providing services to the Knowledge Company and its Subsidiaries that has been characterized as a consultant or independent contractor and not as an employee has been properly characterized as such and the Company and its Subsidiaries do not have any material liability or obligations arising out of Seller, threatened by the hiring or on behalf retention of any employee Persons to provide services to the Company and its Subsidiaries and treating such Persons as consultants or group of independent contractors and not as employees of Seller.
(d) There are no complaints, charges the Company and its Subsidiaries. All employees of the Company and its Subsidiaries have been correctly classified as exempt or claims against Seller pending or, to non-exempt for purposes of the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Fair Labor Standards Act and any similar statestate law, local and overtime has been properly recorded and paid for all such employees classified as non-exempt, except as would not, individually or foreign “plant closing” Law (“WARN”)in the aggregate, collective bargainingreasonably be expected to be material to the Company and its Subsidiaries, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar taxtaken as a whole.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(gvi) To the Knowledge of Sellerthe Company, during the past three (3) years, (A) no executiveallegations of workplace sexual or racial harassment, key discrimination or misconduct have been made against any (1) officer or director of the Company or its Subsidiaries, or (2) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises or has managerial authority over other employees or service providers of the Company or its Subsidiaries, and (B) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of workplace sexual or racial harassment, discrimination or misconduct by an employee, contractor, director, officer, or group other representative of employees currently has any plans to terminate employment with Seller independently of the Company or as a result of this Agreementits Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (SharpSpring, Inc.)
Labor. (a) Seller is not No Sale Entity is, or for the past three (3) years has been, a party to to, bound by or negotiating any labor or collective bargaining agreement or similar agreement with a labor union or similar labor organization (collectively, “Union”), and there are is not, and has not been for the past three (3) years, any Union representing or purporting to represent any Business Employee or Sale Entity Employee in connection with work performed on behalf of any Sales Entity, and, to Seller’s Knowledge, no labor or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller are represented by any labor organization. No labor organization Union or group of employees is seeking or has sought to organize Business Employees or Sale Entity Employees for collective bargaining or similar purposes. The execution and delivery of Seller has made a pending demand for recognitionthis Agreement and the consummation of the Contemplated Transactions will not entitle any labor organization to any payments under any collective bargaining agreement, and there Seller and its Affiliates are in compliance in all material respects with all notification and bargaining obligations pursuant to any collective bargaining agreement arising in connection with the Contemplated Transactions.
(i) There are no representation proceedings material actions, charges or petitions seeking a representation proceeding presently investigations pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller’s Knowledge, threatened by or on behalf of any employee employee, labor organization, contingent worker or group contractor alleging violations of employees of Seller.
(d) There are no complaintslocal, charges state or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise federal Laws relating to the any wage and hour, employment or termination of employment by Sellerlabor practices, of any individual.
and (eii) Seller is the Sale Entities are in compliance in all material respects with all applicable Laws and Orders relating to the labor and employment of labor, (including all such Laws with respect to wage and orders relating to wageshour, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, anti-discrimination, civil rightsanti-harassment, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar taxretaliation).
(fc) There No contractor or contingent worker currently performing, or who has in the last three (3) years performed, work for or on behalf of Seller or its Affiliates, has been no “mass layoff” paid a day rate or “plant closing” as defined by WARN with respect whose work has been billed to Seller within the six (6) months prior or its Affiliates, on a day rate basis or any wage basis other than hourly entitled to making this representationovertime.
(gd) To Seller shall provide to Buyer within twenty-four (24) hours after the Knowledge Effective Date a true, correct and complete list that contains the name, job title, date of Sellerhire or re-hire, no executiveas applicable, key employeeannualized base salary or hourly base wage, target bonus opportunity, long term incentive, applicable pension plan, vacation balance, as of Effective Date, exempt status, principal location of employment, leave of absence status, and all employee specific stock and pension information as outlined in Schedule 3.14(d) for each Business Employee; provided, that Seller may update such list within five (5) Business Days after the Effective Date to correct any items which may have changed within one (1) Business Day prior to the Effective Date.
(e) No Business Employee has an employment agreement, retention agreement, restrictive covenants or any change in control provision that may become applicable, or group of employees currently has any plans to terminate employment with Seller independently of or as a result that Buyer would assume, at the close of this Agreementtransaction.
Appears in 1 contract
Labor. Each Seller and Purchased Entity is, with respect to the Business Employees, in material compliance with all Laws respecting employment and employment practices, terms and conditions of employment, workers compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, labor relations, immigration, employee leave issues and unemployment insurance and related matters (acollectively, the “Employment Laws”). None of the Sellers (primarily related to the Business) Seller or the Purchased Entities (i) is not a liable for the payment of any material Taxes, fines, penalties or other amount, however designated, for failure to comply with any of the Employment Laws, (ii) has any direct or indirect material Liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt or with respect to any employee leased from another employer, or (iii) is party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
agreement. Within the twelve (b12) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, months prior to the Knowledge date hereof, no Seller or Purchased Entity has implemented any plant closing or layoff of Seller, threatened to be brought or filed, with individuals employed by the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to Business in material violation of the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the United States Worker Adjustment and Retraining Notification Act Act, and the regulations promulgated thereunder, or any similar stateapplicable non-United States, state or local or foreign law (collectively, the “plant closing” Law (“WARNWARN Act”). No Seller or Purchased Entity has incurred any material Liability under the WARN Act that remains unsatisfied as of the Closing Date. The Sellers have delivered to Buyer a true and complete list of layoffs, collective bargainingby location, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and implemented by Seller in the collection and payment of withholding and/or social security taxes and ninety (90)-day period preceding the Closing Date at any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined Seller location employing any individuals employed by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) Business. To the Knowledge of Sellerthe Sellers, no executive, key employee, employee or group former employee has transferred to a U.K. Company under the U.K. Transfer of employees currently has Undertakings (Protection of Employment) Regulations 2006 who at any plans time prior to terminate employment with Seller independently the transfer was a member of or as a result of this Agreementdefined benefit occupational pension plan.
Appears in 1 contract
Labor. (a) Seller is Sellers are not a party to any labor or collective bargaining agreement agreement, memorandum of understanding or other written document relating to terms and conditions of employment with respect to Business Employees and, to the Knowledge of Sellers, there are no labor or collective bargaining such agreements which that pertain to employees of SellerBusiness Employees.
(b) No employees of Seller Business Employees are represented by any labor organization. No labor organization or group of employees of Seller Business Employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerSellers, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, in each case with respect to or relating to the Business. There is no organizing activity involving Seller Sellers pending or, to the Knowledge of SellerSellers, threatened by any labor organization or group of employees Business Employees, in each case with respect to or relating to the Business, and to the Knowledge of SellerSellers, there has not been any such organizational effort within the last three (3) years.
(c) There are no no, and in the last three (3) years have not been any, (i) strikes, work stoppages, slowdowns, lockouts or material arbitrations or (ii) material grievances or other material labor disputes pending or, to the Knowledge of SellerSellers, threatened against or involving SellerSellers with respect to or relating to the Business. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of SellerSellers, threatened by or on behalf of any employee Business Employee or group of employees of SellerBusiness Employees before the National Labor Relations Board or any similar state agency.
(d) Within the last three (3) years, with respect to the employees of the Business, each Seller has complied in all material respects with all applicable Laws regarding employment and employment practices, terms and conditions of employment, labor and wages and hours (including those relating to the safety and health of employees, anti-discrimination, immigration, classification of employees, workers’ compensation, employee privacy and minimum wages). There are no complaintsunfair labor practice charges, charges or of discrimination, labor complaints and/or other similar claims against Seller pending or, to the Knowledge of SellerSellers, threatened which could be brought or filed, against such Seller with respect to any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individualBusiness Employees.
(e) Without limiting the foregoing, since January 1, 2018, no Seller is has had any obligation to furnish any notices in compliance in all material respects connection with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” (as such terms are defined by WARN in the Worker Adjustment and Retraining Notification Act of 1988, as amended, and/or similar state or local Laws) with respect to the Business. Schedule 5.15(e) of the Disclosure Schedule lists each former employee and/or officer of each Seller within who provided services to the six Business and whose employment by such Seller has ceased for any reason since January 1, 2018. Set forth opposite the name of each such employee and/or officer are the positions held and the beginning and ending employment dates. Schedule 5.15(e) of the Disclosure Schedule sets forth all employment Contracts currently in effect with respect to the Business to which a Seller is a party (6) months prior to making this representationexcluding confidentiality agreements entered into in the Ordinary Course of Business).
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) Neither Seller nor its Affiliates is not or has ever been a party to or bound by any labor agreement, union contract or collective bargaining agreement and there are no labor with respect to the Business or collective bargaining agreements which pertain to employees of Sellerany Applicable Employee.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, For the past three years there have been no and there are no representation proceedings pending, or petitions seeking a representation proceeding presently pending or, to the Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub) threatened, strike, walkout or other work stoppage or any union organizing effort by or on behalf of any of the Applicable Employees.
(c) For the past three years there have been no and there are no unfair labor practice charges or complaints against any of Seller or any of its Affiliates in connection with the Business or any Applicable Employee pending, or to Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, threatened only with respect to be brought or filedthe Canadian Sub) threatened, with before the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending orGovernment Entity, nor, to Seller’s Knowledge or FTFC’s Knowledge (in the Knowledge case of SellerFTFC, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, only with respect to the Knowledge of SellerCanadian Sub), threatened against is there any legal basis for such charge or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Sellercomplaint.
(d) There are no complaintsSeller and its Affiliates operate, charges or claims against Seller pending orand for the past three years have operated, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is Business in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws laws, regulations and orders relating to wages, hours, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes Taxes and any similar tax.
(f) There Tax, and there has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller or any of its Affiliates within the six (6) months prior to making this representationClosing.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) Seller No work stoppage, slowdown, lockout or labor strike against the Company or any of its Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerCompany's Knowledge, threatened as of the date of this Agreement, nor has there been any such occurrence for the past three (3) years. To the Company's Knowledge, there are no activities or proceedings by any labor union to organize any Employees/Service Providers. Except as would not reasonably be brought expected to result in a material liability or filedobligation, with the National Labor Relations Board there are no actions, suits, claims, labor disputes or other labor relations tribunal. There is no organizing activity involving Seller grievances pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of SellerCompany's Knowledge, threatened by or on behalf of any employee Employee/Service Provider against the Company or group its Subsidiaries, including charges of employees unfair labor practices. Neither the Company nor any of Seller.
(d) There are its Subsidiaries is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees/Service Providers, and no complaintscollective bargaining agreement is being negotiated as of the date of this Agreement by the Company or any of its Subsidiaries. Within the past year, charges neither the Company nor any of its Subsidiaries has incurred any liability or claims against Seller pending orobligation under WARN or any similar state or local Law that remains unsatisfied, and no terminations prior to the Knowledge Closing Date shall result in unsatisfied liability or obligation under WARN or any similar state or local Law. Section 3.15(m) of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the Company Disclosure Schedule contains a true and complete list of the names and the sites of employment or termination of employment by Seller, facilities of any individual.
such employees who suffered an "employment loss" (e) Seller is as defined in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification WARN Act and or any similar state, local or foreign “plant closing” Law Law) at any site of employment or facility of the Company or any of its Subsidiaries during the ninety (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment 90)-day period ending on the date of overtime wages and this Agreement. Section 3.15(m) of the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN Company Disclosure Schedule shall be updated immediately prior to the Closing Date with respect to Seller within the six ninety (6) months prior to making this representation90)-day period ending on the Closing Date.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (ai) Seller Neither the Company nor any of its Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company or any of its Subsidiaries.
(bii) No employees of Seller Employees are represented by any labor organization. No labor organization or group of employees of Seller the Company or any of its Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, Parent and Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There To the Knowledge of the Company, Parent and Seller, there is no organizing activity involving Seller the Company or any of its Subsidiaries pending or, to the Knowledge of Seller, or threatened by any labor organization or group of employees of Sellerthe Company or any of its Subsidiaries.
(ciii) There are no (iA) strikes, work stoppages, slowdowns, lockouts or arbitrations or (iiB) material grievances or other labor disputes pending or, to the Knowledge of the Company, Parent and Seller, threatened against or involving the Company or any of its Subsidiaries. To the Knowledge of the Company, Parent and Seller. There , there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, or threatened by or on behalf of any employee or group of employees of Sellerthe Company that would be reasonably expected to have a Material Adverse Effect.
(div) There are no complaints, charges or claims against Seller the Company or any of its Subsidiaries pending with any Governmental Authority, or, to the Knowledge of the Company, Parent and Seller, that have been threatened which could in writing to be brought or filed, with any public or Governmental Body Authority based on, or arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by Sellerthe Company or any of its Subsidiaries, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) . There has been no “mass layoff” or “plant closing” (as defined by WARN the Worker Adjustment and Retraining Notification Act of 1988, as amended) with respect to Seller the Company or any of its Subsidiaries within the six (6) months prior to making this representationClosing.
(gv) To the Knowledge of the Company, Parent and Seller, no executive, key employee, none of the officers or group of employees currently has any plans listed on Schedule 4(u)(v) intends to terminate his or her employment with Seller independently the Company, and the Company does not have a present intention to terminate the employment of any such officer or as a result of this Agreementemployee.
Appears in 1 contract
Labor. (a) Seller The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company.
(b) No employees of Seller the Company are represented by any labor organization. No labor organization or group of employees of Seller the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellerthe Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller the Company pending or, to the Knowledge of Sellerthe Company, threatened by any labor organization or group of employees of Sellerthe Company.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Sellerthe Company, threatened against or involving Sellerthe Company. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Sellerthe Company, threatened by or on behalf of any employee or group of employees of Sellerthe Company.
(d) There are no complaints, charges or claims against Seller the Company pending or, to the Knowledge of Sellerthe Company, threatened which could be brought or filed, with any public or Governmental Body Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Sellerthe Company, of any individual.
(e) Seller The Company is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller the Company within the six (6) months prior to making this representation.
(g) To the Knowledge of Sellerthe Company, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller the Company independently of or as a result of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ventiv Health Inc)
Labor. (a) Sellers have delivered to Purchaser, as of the date hereof, the job title, principal work location, original date of employment, wage rate, salary, target annual bonus, employment status, exemption status, and leave status (including type of leave and expected date of return for non-disability related leaves and expiration dates for disability-related leaves), of each Employee and in addition, solely for each Parent Employee, accrued vacation and accrued sick days, but not including any names or other specific identifying information of any Employee (such names and information to be provided in the case of Parent Employees and Subsidiary Employees immediately after the date hereof). Sellers have delivered to Purchaser a schedule identifying each Designated Shared Employee. Except as disclosed in Schedule 6.16(a), no Seller or Subsidiary is not a party to any labor or works council, collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellersimilar employee representation agreement.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, work slowdowns or lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of SellerSellers, threatened against or involving any Seller. There are no , as relates to the Business, or any Subsidiary, or (ii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of SellerSellers, threatened by or on behalf of any employee Employee or group of employees of Seller.
(d) There are no complaintsEmployees, charges or claims against Seller pending orexcept in each case as would not have a Material Adverse Effect. Sellers, with respect to the Knowledge of SellerBusiness, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to and the employment or termination of employment by Seller, of any individual.
(e) Seller is Subsidiaries are in compliance in all material respects with all Laws Labor Laws. BancTec Italy has timely paid social security contributions and Orders social insurance contributions required of it, and the severance indemnity relating to the employment Employees of labor, including all such BancTec Italy have been set aside in compliance with the Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar taxItaly.
(fc) There has been Except as disclosed in Schedule 6.16(c), there are no “mass layoff” Legal Proceedings relating to any Employee pending or, to the Knowledge of Sellers, threatened against any Seller, as relates to the Business, or “plant closing” as defined by WARN with respect any Subsidiary, before any Governmental Body, and no Seller or Subsidiary is subject to Seller within the six (6) months prior any Order or any Governmental Body relating to making this representationany Employee.
(gd) To BancTec Canada has paid all amounts to be paid by it under the Knowledge of SellerCanada Pension Plan, no executive, key employee, the Employment Insurance Act (Canada) and the Employer Health Tax Act (Ontario) and has withheld or group of employees currently has any plans collected and remitted in a timely manner to terminate employment with Seller independently of the relevant Government Body all amounts required to be withheld or as a result of this Agreementremitted by it.
Appears in 1 contract
Sources: Purchase Agreement (Banctec Inc)
Labor. (a) Seller No Target Group Member is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
(b) Employees in connection with the Business. No employees of Seller Employees are represented by any labor organization. No labor organization or group of employees of Seller Employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellerthe Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller the Target Group pending or, to the Knowledge of Sellerthe Company, threatened by any labor organization or group of employees of Seller.
(c) Employees. There are no (ia) strikes, work stoppages, slowdowns, lockouts or arbitrations or (iib) material grievances or other labor disputes pending or, to the Knowledge of Sellerthe Company, threatened against or involving Sellerthe Target Group or any Employee. There are no unfair labor practice chargesAs of the date hereof, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There there are no complaints, charges or claims against Seller any Target Group Member pending or, to the Knowledge of Sellerthe Company, threatened which that could be brought or filed, with any public Governmental Authority or Governmental Body based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment or failure to employ any individual by Sellerany Target Group Member. To the Knowledge of the Company, of any individual.
(e) Seller the Target Group is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to classification, wages, hours, the Worker Adjustment and Retraining Notification Act WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to Seller any Target Group Member within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has Closing. Notwithstanding any plans to terminate employment with Seller independently of or as a result provision of this AgreementAgreement to the contrary, this Section 4.19 and Section 4.13 shall be the exclusive representations and warranties in respect of all matters respecting employment, incentives, labor, benefits and pensions (including the Employee Plans) and conditions, liabilities or losses arising from any such matters.
Appears in 1 contract
Sources: Stock Purchase Agreement (Gibraltar Industries, Inc.)
Labor. (a) Seller Neither the Company nor any of the Acquired Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company or any of the Acquired Subsidiaries.
(b) No employees of Seller Employees are represented by any labor organization. No labor organization or group of employees of Seller the Company or any of the Acquired Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerSeller or the Company, threatened to be brought or filed, with the National Labor Relations Board or other a labor relations tribunal. There To the Knowledge of Seller or the Company, there is no organizing activity involving Seller the Company or any of the Acquired Subsidiaries pending or, to the Knowledge of Seller, or threatened by any labor organization or group of employees of Sellerthe Company or any of the Acquired Subsidiaries.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of SellerSeller or the Company, threatened against or involving Sellerthe Company or any of the Acquired Subsidiaries. There are no unfair labor practice charges, formal grievances or formal complaints pending or, to the Knowledge of SellerSeller or the Company, threatened by or on behalf of any employee or group of employees of Sellerthe Company.
(d) There are no None of Seller, the Company or any of the Acquired Subsidiaries have received notice of any complaints, charges or claims against Seller pending or, to the Knowledge Company or any of Seller, threatened which the Acquired Subsidiaries that could be brought or filed, with any public or Governmental Body or based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment employment, or failure to employ, by Seller, the Company or any of the Acquired Subsidiaries of any individual.
(e) Seller . Each of the Company and the Acquired Subsidiaries is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local mass layoff or foreign “plant closing” Law (“WARN”)closing Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers' compensation and the collection and payment of withholding and/or social security taxes and any similar taxtax except for immaterial non-compliance.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) No Seller nor any of the Acquired Subsidiaries is not a party to any labor or labor, collective bargaining or similar agreement and there are no labor or collective bargaining agreements which pertain to employees of SellerEmployees.
(b) No employees of Seller Employees are represented by any labor organization. No labor organization holds bargaining rights with respect to any of the Employees by way of certification, interim certification, voluntary recognition, or succession rights and no labour organization or group of employees of Seller Employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerSellers, threatened to be brought or filed, with the National Labor Relations Board Board, the Alberta Labour Relations Board, or any other labor relations tribunal. There is no organizing activity involving any Seller or any of the Acquired Subsidiaries pending or, to the Knowledge of SellerSellers, threatened by any labor organization or group of employees of Seller.
(c) There are Employees and there is no (i) strikeslabour strike, dispute, work stoppagesslowdown or stoppage pending or involving or, slowdownsto the Knowledge of the Sellers, lockouts threatened in respect of the Business and no such event has occurred within the last five (5) years. The Sellers have not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitrations or (ii) material grievances or other labor disputes arbitration proceeding is pending or, to the Knowledge of Sellerthe Sellers, threatened against the Sellers. No union has applied to have Sellers declared a common or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, related employer pursuant to the Knowledge Labour Relations Code (Alberta) or any similar legislation in any jurisdiction in which Sellers carry on the Business.
(c) Schedule 5.17 includes a true and complete list of Sellerall of each Employee and independent contractor/consultant of the Sellers employed or retained in connection with the Business, threatened whether actively at work or not, showing without names or employee numbers their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, status as full-time or part-time employees, location of employment, cumulative length of service with the Business and whether they are subject to a written employment, service, union, agency, consulting, termination and severance Contracts and agreements entered into by Sellers. Schedule 5.17 contains for each Employee their annual vacation entitlement in days, their accrued and unused vacation days as of January 31, 2017, any other annual paid time off entitlement in days and their accrued and unused days or such other paid time off as of January 31, 2017. Schedule 5.17 lists any Employee currently on behalf leave, together with the type of any employee or group leave and their expected date of employees of Sellerreturn to work if known.
(d) Except as disclosed in Schedule 5.17 no Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance
(e) Each independent contractor who is disclosed on Schedule 5.17 has been properly classified by the applicable Seller as an independent contractor and no Seller nor any of the Acquired Subsidiaries have received any notice from any Governmental Entity disputing such classification.
(f) No Seller is subject to any claim for wrongful dismissal, constructive dismissal or any other claim or complaints actual or threatened in writing and received by Sellers, or any litigation, actual or threatened in writing and received by Sellers, relating to employment, discrimination or termination of employment of any Employee or Former Employee of any Seller or relating to any failure to hire a candidate for employment.
(g) There are no complaintsoutstanding assessments, charges penalties, fines, liens, charges, surcharges, or claims against other amounts due or owing pursuant to any workplace safety and insurance legislation in respect of Sellers and no Seller pending or, has been reassessed in any material respect under such legislation during the past three (3) years and to the Knowledge of SellerSellers, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, no audit of any individualSeller is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or potential claims which may materially adversely affect any Seller’s accident cost experience.
(eh) Seller is Sellers have provided to Purchasers all orders and inspection reports under applicable occupational health and safety Laws (“OHS”) relating to Sellers for the past three (3) years. There are no charges pending under OHS in compliance respect of any Seller. Sellers have complied in all material respects with all Laws any orders issued under OHS and Orders relating there are no appeals of any orders under OHS currently outstanding
(i) Except as set forth in Schedule 5.17, no Employee is employed pursuant to a work permit issued by Canada Immigration and Schedule 5.17 discloses in respect of each Employee who is employed pursuant to a work permit the employment expiry date of labor, including all such Laws work permit and orders relating whether Seller has made any attempts to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar taxrenew such work permit.
(fj) There has been no Except as set forth in Schedule 5.17, neither the execution and/or delivery of this Agreement nor the consummation of the Transactions will result in any payment, including without limitation severance, termination, “mass layoffgolden parachute” or “plant closing” as defined by WARN with respect of a similar nature becoming due to Seller within the six (6) months prior to making this representationany director, officer, Employee, agent or consultant of any Seller, or increase any benefits otherwise payable under any Plan.
(gk) To All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Knowledge of Seller, no executive, key employee, Plans have either been paid or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreementare accurately reflected in the books and records.
Appears in 1 contract
Labor. (a) Seller The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller the Company has made a pending demand for recognition, and there are no representation proceedings Proceedings or petitions seeking a representation proceeding Proceeding presently pending or, to the Knowledge of the Company or Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller the Company pending or, to the Knowledge of the Company and Seller, threatened by any labor organization or group of employees of Sellerthe Company.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of the Company or Seller, threatened against or involving Sellerthe Company. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company or Seller, threatened by or on behalf of any employee or group of employees of Sellerthe Company.
(d) There are no complaints, charges or claims against Seller the Company pending or, to the Knowledge of the Company or Seller, threatened which that could be brought or filed, with any public or Governmental Body or based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment or failure to employ by Sellerthe Company, of any individual.
(e) Seller . The Company is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment immigration and Retraining Notification Act employment of immigrants, WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to Seller within the six (6) months prior to making this representationCompany.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) Seller Within the past three years (i) neither the Company nor any of its Subsidiaries has experienced any strike, work stoppage, lockout, or other material labor dispute, and to the Knowledge of the Company no such strike, work stoppage, lockout or other material labor dispute is not a party currently threatened; (ii) neither the Company nor any of its Subsidiaries has experienced any material grievance, claim of unfair labor practices, or other collective bargaining dispute; and (iii) to the Knowledge of the Company, no union organizing activity has been made or threatened by or on behalf of any labor organization, works council, or trade association with respect to employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is or has at any time been bound by any collective bargaining agreement and or similar agreement, and, to the Knowledge of the Company, there are no labor organizational campaigns, petitions, or collective bargaining agreements which pertain other unionization activities seeking to employees authorize representation of Sellerany employee.
(b) No employees Neither the Company nor any of Seller are represented by its Subsidiaries has implemented any labor organization. No labor organization employee layoffs in the past three years that would be reasonably likely to implicate the Worker Adjustment Retraining and Notification Act of 1988, as amended, or group of employees of Seller has made a pending demand for recognitionany similar Law (collectively, and there the “WARN Act”).
(c) There are no representation proceedings Proceedings against the Company or petitions seeking a representation proceeding presently pending orany of its Subsidiaries pending, or to the Knowledge of SellerCompany’s Knowledge, threatened to be brought or filed, before any Governmental Authority in connection with the National Labor Relations Board employment of any current or other labor relations tribunal. There is no organizing activity involving Seller pending orformer employee, including any claim relating to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice chargespractices, grievances employment discrimination, harassment, retaliation, equal pay, with respect to payment of wages, salary or complaints pending or, to the Knowledge of Seller, threatened by overtime pay or on behalf of any employee or group of employees of Sellerother similar employment related matter arising under applicable employment Laws.
(d) There are no complaintsEach of Company and each of its Subsidiaries is, charges or claims against Seller pending orand has been for the last three years, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all applicable Laws and Orders relating to the employment and employment practices, workers’ compensation, terms and conditions of laboremployment, including all such Laws worker classification, wages and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar statediscrimination, local or foreign “plant closing” Law (“WARN”)immigration, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection WARN Act. The Company and payment each of withholding and/or social security taxes its Subsidiaries have properly classified their respective Service Providers as “employees” or “independent contractors” and any similar taxas “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to such Service Providers for all purposes. The Company and each of its Subsidiaries have properly reported all compensation paid to such Service Providers for all purposes.
(e) Section 4.12(e) of the Company Disclosure Schedule contains a true, correct and complete list of the names and current annual salary rates or current hourly wages, as applicable, bonus opportunity, hire date, accrued vacation and paid-time-off, principal work location and leave status of all present employees of the Company and its Subsidiaries and each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, or professional position.
(f) There Section 4.12(f) of the Company Disclosure Schedule contains a list of all independent contractors, consultants, agents or agency employees currently engaged by the Company and its Subsidiaries, along with the position, date of retention and rate of remuneration for each such Person. The Company and its Subsidiaries do not engage or retain any independent contractors, consultants, agents or agency employees. Each such independent Contractor, consultant, agent or agency employee has entered into customary covenants regarding confidentiality and assignment of Intellectual Property in such Person’s agreement with the Company or the applicable Subsidiary, a copy of which has been no “mass layoff” or “plant closing” as defined by WARN with respect previously delivered to Seller within the six (6) months prior to making this representationParent.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. Each Seller and Purchased Entity is, with respect to the Business Employees, in material compliance with all Laws respecting employment and employment practices, terms and conditions of employment, workers compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, 26 affirmative action, labor relations, immigration, employee leave issues and unemployment insurance and related matters (acollectively, the “Employment Laws”). None of the Sellers (primarily related to the Business) Seller or the Purchased Entities (i) is not a liable for the payment of any material Taxes, fines, penalties or other amount, however designated, for failure to comply with any of the Employment Laws, (ii) has any direct or indirect material Liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt or with respect to any employee leased from another employer, or (iii) is party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
agreement. Within the twelve (b12) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, months prior to the Knowledge date hereof, no Seller or Purchased Entity has implemented any plant closing or layoff of Seller, threatened to be brought or filed, with individuals employed by the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to Business in material violation of the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the United States Worker Adjustment and Retraining Notification Act Act, and the regulations promulgated thereunder, or any similar stateapplicable non-United States, state or local or foreign law (collectively, the “plant closing” Law (“WARNWARN Act”). No Seller or Purchased Entity has incurred any material Liability under the WARN Act that remains unsatisfied as of the Closing Date. The Sellers have delivered to Buyer a true and complete list of layoffs, collective bargainingby location, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and implemented by Seller in the collection and payment of withholding and/or social security taxes and ninety (90)-day period preceding the Closing Date at any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined Seller location employing any individuals employed by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) Business. To the Knowledge of Sellerthe Sellers, no executive, key employee, employee or group former employee has transferred to a U.K. Company under the U.K. Transfer of employees currently has Undertakings (Protection of Employment) Regulations 2006 who at any plans time prior to terminate employment with Seller independently the transfer was a member of or as a result of this Agreementdefined benefit occupational pension plan.
Appears in 1 contract
Sources: Purchase Agreement
Labor. (a) Seller is not a party to any labor or labor, collective bargaining agreement or similar agreement, and currently there are no labor organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining agreements unit which pertain to employees of could affect Seller.
(b) No employees of Seller Employees (excluding contractors and consultants) are represented by any labor organization. No labor organization or group of employees of Seller Employees (excluding contractors and consultants) has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of SellerEmployees (excluding contractors and consultants).
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee Employee or group of employees of SellerEmployees.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which that could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment by Sellerof or failure to employ, of any individual.
(e) . Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act classification of individuals as independent contractors, classification of employees as exempt/non-exempt. WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to Seller within the six (6) months prior to making this representationClosing.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) (i) Seller has paid in full to, or accrued on behalf of, all Seller Personnel all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them to the Closing Date and has paid all amounts required to be reimbursed to Seller Personnel; (ii) Seller is not a party to any in material compliance with all applicable, federal, state, local and foreign laws and regulations respecting employment and employment practices, labor relations, terms and conditions of employment and wages and hours; (iii) there is no unfair labor practice complaint or collective bargaining agreement and there are no labor charge against Seller threatened or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with before the National Labor Relations Board or any comparable state, local or foreign agency or other labor relations tribunal. There Governmental Entity; (iv) there is no organizing activity involving Seller pending orlabor strike, to the Knowledge of Sellerdispute, threatened by any labor organization slowdown or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes stoppage actually pending or, to the Knowledge of Seller, threatened against or involving Seller. There are ; (v) no unfair labor practice charges, grievances or complaints pending or, to representation question exists respecting the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
; (dvi) There are no complaintsgrievance which will have a Material Adverse Effect is pending and no claim therefor has been asserted; (vii) the only collective bargaining agreement to which Seller is a party is with Warehouse Employees' Union Local No. 169, charges which expires December 31, 1998; (viii) no action has been taken, corporate or claims against Seller pending orotherwise, to the Knowledge of Seller, threatened which that could be brought or filed, with any public or Governmental Body based on, arising out of, result in connection with, or otherwise relating to the employment or a termination of employment by Seller, of any individual.
a substantial number of Seller Personnel (ebeyond normal turnover) on or prior to the Closing Date; (ix) Seller has not taken any action which has resulted or is expected to result in compliance in all material respects with all Laws and Orders relating to a "plant closing" or a "mass layoff" within the employment meaning of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and ("WARN") Act, or any similar statestate or local WARN Act, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within Personnel since the six effective date of such Act; (6x) months prior Seller shall be responsible for all notifications required by federal, state and local WARN Acts as a result of this transaction; (xi) since January 1, 1997 neither Seller, any Affiliate of Seller nor any Shareholder has received notice by charge, complaint, citation, claim or grievance that it has violated or is alleged to making this representationhave violated federal, state or local laws or regulations or common law concerning the health and safety of Seller Personnel, unlawful discrimination in employment, unlawful employment practices, wages and hours, terms or conditions of employment or any other employment-related law, regulation or common law, with respect to any Seller Personnel or any applicant for a position as Seller Personnel; and (xii) no claim is pending which alleges Seller, any Affiliate of Seller or a Shareholder has violated federal, state or local laws or regulations or common law concerning the health and safety of Seller Personnel, unlawful discrimination in employment, unlawful employment practices, wages and hours, terms or conditions of employment or any other employment-related law, regulation or common law, with respect to any Seller Personnel or any applicant for a position as Seller Personnel.
(gb) Schedule 3.9(b) hereto contains a list of certain employees of Seller, including the following information: (i) name; (ii) social security number; (iii) the location of employment; (iv) first date of present service; (v) job title or description; (vi) rate of compensation (including any bonus, incentive, profit-sharing or other contingent payment); and (vii) date and amount of last change in compensation rate; provided, that information relating to items (vi) and (vii) need be given only with respect to non-union employees.
(c) Except as set forth on Schedule 3.9(c), Seller has no obligation, whether legal or otherwise, to pay to any of its current or former employees, directors, officers or advisors, any salary, fringe benefit or premium, or to offer any Person employment after the Closing Date. To the Knowledge of Seller, Seller has no obligations or liabilities arising from the termination or cancellation of any employment agreements in effect on or prior to the Closing Date. Except as required by law, Seller is not a party to any employment or consulting agreement, whether written or oral, which cannot be terminated upon notice of thirty (30) days or less without penalty or premium.
(d) To the Knowledge of Seller, no executive, key employee, present or group former employee of employees currently Seller is presently engaged or has any plans threatened to terminate employment engage in competition with Seller independently of or as a result of this Agreementthe Business.
Appears in 1 contract
Labor. (a) Seller Neither the Company nor any of the Subsidiaries is not a party to or otherwise bound by any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company or any of the Subsidiaries.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller the Company or any of the Subsidiaries has made a pending demand for recognition, and there are has been no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellerthe Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller the Company or any of the Subsidiaries pending or, to the Knowledge of Sellerthe Company, threatened by any labor organization or group of employees of Sellerthe Company or any of the Subsidiaries.
(c) There are have been no (i) strikes, work stoppages, slowdowns, lockouts picketing, walkouts, lockouts, other job actions, arbitrations, grievances, unfair labor practice changes or arbitrations or (ii) material grievances complaints or other labor disputes pending or, to the Knowledge of Sellerthe Company, threatened against or involving Seller. There are no unfair labor practice charges, grievances the Company or complaints pending orany of the Subsidiaries and, to the Knowledge of Sellerthe Company, threatened by there are no acts or on behalf circumstances which would likely form the basis for any of any employee or group of employees of Sellerthe foregoing.
(d) There Except as set forth on Schedule 5.16, there are no material complaints, charges or claims against Seller the Company or any of the Subsidiaries pending or, to the Knowledge of Sellerthe Company, threatened which could that are reasonably likely to be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, with or otherwise relating to the employment or services, termination of employment by Sellerof services, of or failure to employ or retain any individual.
(e) Seller . Each of the Company and the Subsidiaries is in compliance in all material respects with all applicable Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) . There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to Seller the Company or any of the Subsidiaries within the six (6) months prior to making this representationClosing.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) Seller Neither the Company nor the LT Predecessor is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellerthe Company or the LT Predecessor.
(b) No employees of Seller the Company or the LT Predecessor are represented by any labor organization. No labor organization or group of employees of Seller the Company or the LT Predecessor has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellerthe Shareholders, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller the Company pending or, to the Knowledge of Sellerthe Shareholders, threatened by any labor organization or group of employees of Sellerthe Company.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Sellerthe Shareholders, threatened against or involving Sellerthe Company or the LT Predecessor. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Sellerthe Shareholders, threatened by or on behalf of any employee or group of employees of Sellerthe Company or the LT Predecessor.
(d) There are no complaints, charges or claims against Seller the Company or the LT Predecessor pending or, to the Knowledge of Sellerthe Shareholders, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Sellerthe Company or the LT Predecessor, of any individual.
(e) Seller Each of the Company and the LT Predecessor is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Sellerthe Shareholders, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller the Company independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) No Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of any Seller.
(b) No employees of any Seller are represented by any labor organization. No labor organization or group of employees of any Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge knowledge of any Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving any Seller pending or, to the Knowledge of any Seller, threatened by any labor organization or group of employees of any Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge knowledge of any Seller, threatened against or involving any Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of any Seller, threatened by or on behalf of any employee or group of employees of any Seller.
(d) There are no complaints, charges or claims against any Seller pending or, to the Knowledge knowledge of any Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Seller, of any individual.
(e) Each Seller is in compliance in all material respects with all Laws and Orders applicable to it relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “"plant closing” " Law (“"WARN”"), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “"mass layoff” " or “"plant closing” " as defined by WARN with respect to Seller the Company within the six (6) months prior to making this representationClosing.
(g) To the Knowledge of each Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller the Company independently of or as a result of this Agreement.
(h) There are no material differences between the bonus formulas set forth on the schedules to the Employment Agreements that contain such schedules and the methodology used by the Company to determine bonuses or commissions paid to the applicable employees as of the date hereof.
Appears in 1 contract
Labor. (a) Seller is not a party to any labor or collective bargaining agreement and Except as set forth on Schedule 5.12(a), there are no labor or collective bargaining agreements which pertain to employees Employees of SellerSeller or any of the Selling Subsidiaries. Seller has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Schedule 5.12(a), together with all amendments, modifications or supplements thereto.
(b) No employees of Seller Except as set forth on Schedule 5.12(b), no Employees are represented by any labor organization. No labor organization or group of employees Employees of Seller or any of the Selling Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunaltribunal or other Governmental Body. There is no organizing activity involving Seller or any of the Selling Subsidiaries pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of SellerEmployees.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving SellerSeller or any of the Selling Subsidiaries involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee Employee or group of employees of Sellerformer employee.
(d) There are no complaints, charges or claims against Seller or any of the Selling Subsidiaries pending or, to the Knowledge of Seller, threatened which that could be brought or filed, with any public or Governmental Body or based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment or failure to employ by SellerSeller or any of the Selling Subsidiaries, of any individual.
(e) individual in the Business. Each of Seller and the Selling Subsidiaries is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) Tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to Seller and each Selling Subsidiary within the six (6) months prior to making this representationClosing.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (DZS Inc.)
Labor. (a) Set forth in Section 4.15(a) of the Seller Disclosure --------------- Schedule is not a party to any true and correct list, as of the date hereof, of each labor or collective bargaining agreement and there are no labor all agreements with unions, works councils or collective bargaining similar organizations (including shop practices (betriebliche Ubung) in Germany or other countries and any agreements pertaining to work regulations) to which pertain Seller or any of its Subsidiaries is a party that pertains to employees of SellerAcquired Company Employees or Business Employees (other than those that apply to all workers within the country in a given industry).
(b) No employees of Seller are represented by any labor organization. No labor organization representing any Acquired Company Employees or Business Employees or group of employees of Seller Acquired Company Employees or Business Employees has made a pending demand against Seller or any of its Subsidiaries for recognition, ; and there are no representation proceedings or petitions seeking a representation proceeding presently pending against Seller or any of its Subsidiaries involving any Acquired Company Employees or Business Employees or, to the Knowledge of Seller, threatened to be brought or filed, filed against Seller or any of its Subsidiaries Related to the Business with the United States National Labor Relations Board or any other labor relations tribunaltribunal inside or outside of the United States. There is no ongoing organizing activity involving Seller Acquired Company Employees or Business Employees pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of SellerAcquired Company Employees or Business Employees.
(c) There As of the date hereof, there are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations pending, or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened, involving in excess of 35 Business Employees or Acquired Company Employees at any Material Site, (ii) grievances or other labor disputes or proceedings pending or threatened against or involving Seller. There are no any Acquired Company Employees or Business Employees, or (iii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, or threatened by or on behalf of any employee Acquired Company Employees or group Business Employees, except, in the cases of employees clauses (ii) and (iii), which would not reasonably be expected to result in costs or liabilities in excess of SellerU.S.$200,000.
(d) There The Business and the Acquired Companies are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders and works council regulations Related to the Business relating to the employment of labortheir respective employees and the engagement of their respective independent contractors, including all such Laws and orders Orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, legal qualification of employment status, employment discrimination, immigration, disability, civil rights, rights of privacy, unfair labor practices, occupational safety and health, worker’s workers' compensation, payment of overtime wages and pay equity, the collection and payment of withholding and/or social security contribution taxes and any similar taxTaxes.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Labor. (a) Seller is not Neither the Company nor any of its Subsidiaries is, nor at any time since January 1, 2022 was, a party to or bound by any labor or collective bargaining agreement or other agreement with a labor union or like organization, and to the knowledge of the Company, there are no organizational campaigns, petitions or other activities or proceedings of any individual or group of individuals, including representatives of any labor union, workers’ council or labor organization, seeking recognition of a collective bargaining agreements which pertain unit with respect to, or otherwise attempting to represent, any of the employees of Sellerthe Company or any of its Subsidiaries. All employees of the Company and its Subsidiaries classified as exempt under the Fair Labor Standards Act are properly classified. All individuals engaged as independent contractors or consultants are properly classified.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there There are no representation proceedings labor-related controversies, strikes, slowdowns, walkouts or petitions seeking a representation proceeding presently other work stoppages pending or, to the Knowledge knowledge of Sellerthe Company, threatened to be brought or filed(in writing), with and neither the National Labor Relations Board Company nor any of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or other labor relations tribunal. There is no organizing activity involving Seller pending orwork stoppage since January 1, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller2022.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) Each of the Company and its Subsidiaries is in material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, compliance with any public or Governmental Body based on, arising out of, in connection with, or otherwise all applicable laws relating to the employment or labor, employment, termination of employment by Selleror similar matters, including but not limited to laws relating to discrimination, disability, classification of workers, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers’ compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave and employee terminations, and has not engaged in any individual.
(e) Seller is unfair labor practices or similar prohibited practices. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local law that remains unsatisfied. The Company and its Subsidiaries are in compliance in all material respects with all Laws applicable requirements of the Immigration Reform and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Control Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety have in their files properly completed copies of Form I-9 for all employees with respect to whom that form is required. The Company and health, workerits Subsidiaries are enrolled in and use E-Verify where required by applicable law. All employees of Company Bank and its Subsidiaries are covered by Company Bank’s compensation, payment of overtime wages bankers’ bond policy and are eligible to be employed by an FDIC-insured bank under the collection FDIA and payment of withholding and/or social security taxes applicable FDIC rules and any similar taxregulations.
(fd) There In the past three (3) years, there has not been no “mass layoff” any allegation or “plant closing” as defined threatened allegation of sexual harassment, sexual misconduct or discrimination against any current or former director, manager, officer or employee of the Company or its Subsidiaries. In the past three (3) years, neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations or threatened allegations of sexual harassment, sexual misconduct or discrimination by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Sellerany current or former director, no executivemanager, key officer, employee, independent contractor, or group other service provider of employees currently has the Company or any plans to terminate employment with Seller independently of or as a result of this Agreementits Subsidiaries.
Appears in 1 contract
Labor. (a) Prior to the date hereof, Parent or Seller is not has provided a party true, complete and correct list of all Business Employees as of the date thereof that sets forth, to any labor the extent permitted by applicable Law, name or collective bargaining agreement employee identification number of such Business Employees. As of the Closing Date, the Employee Census will be true, complete and there are no labor or collective bargaining agreements which pertain to employees of Sellercorrect.
(b) No employees of Seller are represented Business Employee is covered by any collective bargaining agreement, contract or other arrangement or understanding with a labor union or a labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending orand, to the Knowledge of Parent and Seller, threatened to be brought there are no activities or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened proceedings by any labor organization individual or group of employees individuals, including representatives of Seller.
(c) any labor organizations or labor unions, to organize any Business Employees. There are no (ia) strikes, work stoppages, work slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Parent and Seller, threatened against by the Business Employees and no such disputes have occurred since December 31, 2018 or involving Seller. There are no (b) unfair labor practice charges, grievances charges or complaints pending or, to the Knowledge of Parent and Seller, threatened by or on behalf of any employee Business Employees or group of employees of SellerBusiness Employees.
(dc) There are no complaints, charges or claims against Seller pending or, With respect to the Knowledge of SellerBusiness Employees, threatened which could be brought or filedParent and its Affiliates (including Seller and the Company) are, with any public or Governmental Body based onand for the past three (3) years have been, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws applicable Law respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and Orders relating conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, workplace discrimination and harassment, sexual harassment, immigration, employee leave issues, plant closings, employee classification and wages and hours. With respect to the employment of laborBusiness Employees, neither Parent nor any Affiliate thereof (including all such Laws Seller and orders relating to wages, hours, the Company) has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and or any similar state, state or local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar taxthat remains unsatisfied.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(gd) To the Knowledge of Parent and Seller, in the last five (5) years, no executiveallegations of harassment, key employee, discrimination or group of employees currently has sexual misconduct have been made against any plans to terminate employment with Seller independently of Business Employee who is an officer or any Key Employee in his or her capacity as a result director, employee or other service provider of this AgreementParent or any Affiliate thereof (including Seller and the Company).
Appears in 1 contract
Sources: Stock Purchase Agreement
Labor. (a) No Seller is not a party to any labor labor, collective bargaining, or collective bargaining agreement similar agreement, and currently, to the Knowledge of Sellers, there are no labor organizational campaigns, petitions, or other unionization activities seeking recognition of a collective bargaining agreements which pertain to employees of unit that could affect any Seller.
(b) No employees of Seller Employees are represented by any labor organization. No labor organization or group of employees of Seller Employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of SellerSellers, threatened to be brought or filed, filed with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving any Seller pending or, to the Knowledge of SellerSellers, threatened by any labor organization or group of employees of SellerEmployees.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts lockouts, or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of SellerSellers, threatened against or involving any Seller. There are no unfair labor practice charges, grievances grievances, or complaints pending or, to the Knowledge of SellerSellers, threatened by or on behalf of any employee Employee or group of employees of SellerEmployees.
(d) There are no complaints, charges charges, or claims against any Seller pending or, to the Knowledge of SellerSellers, threatened which that could be brought or filed, filed with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of or failure to employ any individual.
(e) Each Seller is is, and since the inception of each Seller (or any predecessor entity, if applicable), has been in material compliance in all material respects with all Laws then applicable Laws, regulations and Orders relating to the employment of laborcommon law respecting employment, including all such Laws and orders relating to wagestermination of employment, hours, the Worker Adjustment and Retraining Notification Act WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaininghiring, discrimination, civil rights, terms and conditions of employment, wages, hours, and safety and health, worker’s workers’ compensation, payment of overtime wages common law employee status and the collection and payment of withholding and/or and social security taxes and any similar tax.
(f) , collective bargaining, and employment practices, and has not engaged in any unfair labor practice. There has been no “mass layoff” or “plant closing” (as defined by WARN WARN) with respect to any Seller within the six months before Closing. Since the inception of each Seller (6) months prior or any predecessor entity, if applicable), each Seller has withheld all amounts required by applicable Law or by agreement to making this representation.
be withheld from the wages, salaries, and other payments to its Employees, including any common law employees, and is not liable for any arrears of wages (g) including commissions, bonuses, or other compensation), or any taxes or any penalty for failure to comply with any of the foregoing (or, if any arrears, penalty, or interest were assessed against such Seller regarding the foregoing, it has been fully satisfied). No Seller is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, workers’ compensation benefits, social security, social benefits, 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). There are no pending claims against any Seller under any workers’ compensation plan or policy or for long-term disability. There are no controversies pending or, to the Knowledge of Sellers, threatened between any Seller and any of its Employees or Former Employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration, or investigation before any Governmental Body, including claims for compensation, severance benefits, vacation time, vacation pay, or pension benefits, or any other claim pending in any court or administrative agency from any current Employee or Former Employee or any other person arising out of any Seller’s status as employer or purported employer, or as an entity which engages independent contractors or consultants, or any workplace practices or policies whether in the form of claims for discrimination, harassment, unfair labor practices, grievances, wage and hour violations, wrongful discharge, or otherwise. To the Knowledge of SellerSellers, no executive, key employeeEmployees or Former Employees are, or group have in the past been in, violation of employees currently has any plans term of any employment contract, noncompetition agreement, or any restrictive covenant to terminate employment with a former employer relating to the right of any such Employee or Former Employee to be employed by any Seller independently because of the nature of the Business or as a result work performed by the Employee or Former Employee or to the use of this Agreementtrade secrets or proprietary information of others.
Appears in 1 contract
Labor. (a) (i) To the best of Sellers’ knowledge, information and belief, Sellers’ employees are eligible to work under current laws, and the required documentation commonly used to verify employment eligibility has been obtained and is on file. Seller makes no further representations regarding non-mandatory verification methods such as E-Verify. To Sellers’ knowledge, each Seller is not in compliance, in all material respects, with all applicable Laws regarding employment and employment practices, including, without limitation, all applicable Laws regarding terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, equal employment opportunity, affirmative action, plant closures and layoffs, workers’ compensation, labor relations, disability rights or benefits, employee leave issues, worker classification, and unemployment insurance, (ii) since January 1, 2016, no Seller has received written notice of the intent of any Governmental Body responsible for the enforcement of any such Laws to conduct an investigation with respect to or relating to any such Laws, or written notice that such investigation is in progress, and (iii) other than the agreement referred to in Section 5.9(j), no Seller is a party to to, or otherwise bound by, any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain Order relating to employees of Selleror employment practices.
(b) No employees of Seller are represented is a party to or bound by any labor organization. No collective bargaining agreement or similar agreement with any labor organization or group of employees of Seller has made a pending demand for recognition, and there is negotiating any such agreement. There are no representation (i) pending unfair labor practice or other labor or employment charges, complaints, grievances, arbitration proceedings or petitions seeking a representation other Legal Proceedings against any Seller nor, to the Knowledge of the Sellers, is any such charge, complaint, grievance, proceeding presently or other Legal Proceeding threatened, (ii) labor strikes, disputes, slowdowns, work stoppages or lockouts that have occurred within the past three (3) years or that are pending or, to the Knowledge of the Sellers, threatened against any Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, and (iii) to the Knowledge of Sellerthe Sellers, threatened attempts by any labor organization or group of employees of any Seller to unionize or collectively bargain with any Seller. No Seller has engaged in any unfair labor practice.
(c) There All compensation, including wages, commissions and bonuses payable to any employees of the Sellers for services performed on or prior to the date hereof has been paid in full and there are no (i) strikesoutstanding agreements, work stoppagesunderstandings or commitments of any Seller with respect to any compensation, slowdowns, lockouts commissions or arbitrations or (ii) material grievances or other labor disputes pending or, to bonuses that will survive the Closing. To the Knowledge of each Seller, threatened against such Seller has withheld all amounts required by law or involving Seller. There are no unfair labor practice charges, grievances agreement to be withheld from the wages or complaints pending or, to the Knowledge salaries of Seller, threatened by or on behalf employees and such Seller is not liable for any arrears of any employee tax or group of penalties for failure to comply with the foregoing. All employees of Sellerclassified as exempt under the Fair Labor Standards Act and state and local wage and hour laws or individuals providing services as independent contractors or consultants are properly classified in all material respects are properly classified in all material respects.
(d) There The Sellers are no complaintsnot party to any written or other employment, charges labor or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, compensation agreements with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to employees that will survive the employment or termination of employment by Seller, of any individualClosing.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ruths Hospitality Group, Inc.)
Labor. (a) Seller is not a party has delivered or otherwise made available to any labor Purchaser true, correct and complete copies of the Collective Bargaining Agreements, together with all written amendments, modifications or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Sellersupplements thereto.
(b) No employees of Seller Except as set forth on Schedule 5.14(b), no Employees are represented by any labor organization. No labor organization or group of employees of Seller Employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller any of the Employees pending or, to the Knowledge of Seller, threatened by any labor organization or any group of employees of SellerEmployees with respect to the Business.
(c) There are no (i) lockouts, strikes, work stoppages, slowdowns, lockouts work stoppages or arbitrations or (ii) material grievances or other similar labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, the Seller Entities (with respect to the Knowledge of Seller, threatened by Business) or on behalf of any employee or group of employees of SellerBPP.
(d) There Except as set forth on Schedule 5.14(d), there are no material complaints, charges or claims against any of the Seller Entities or BPP pending or, to the Knowledge of Seller, threatened which that could be brought or filed, with any public or Governmental Body or based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment or failure to employ by Sellerany of the Seller Entities or BPP, of any individual.
(e) . Each of the Seller Entities and BPP is in material compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act WARN and any similar state, state or local “mass layoff” or foreign “plant closing” Law (“WARN”)Law, collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN with respect to Seller WARN) within the six (6) months prior to making this representationpast three years.
(ge) To the Knowledge of SellerBPP does not now employ any BPP Excluded Employee, no executivenor has it employed any BPP Excluded Employee since December 31, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement2003.
Appears in 1 contract
Sources: Asset and Stock Purchase Agreement (Georgia Pacific Corp)
Labor. (a) Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of Seller.
(b) No employees of Seller are represented by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller.
(c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller.
(d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual.
(e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax.
(f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation.
(g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (XTL Biopharmaceuticals LTD)