Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Voting Agreement (Worldtalk Communications Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there There is no labor strike, slowdown dispute, slowdown, stoppage or stoppage lockout actually pending orpending, or to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; , (ivii) except as discussed on Section 3.18(a)(ii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice that is a party to or bound by any representation petition respecting collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) except as disclosed on Section 3.18(a)(iii) of the Company Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries has been filed with is represented by any labor organization and the National Labor Relations Board, and, to the Company does not have any knowledge of any union organizing activities among the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; Subsidiaries, (viv) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no written personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries Subsidiaries, other than the Company Benefit Plans and those set forth in on Section 3.21(a3.18(a)(iv) of the Company Disclosure Schedule, true, true and correct and complete copies of which have heretofore been delivered or made available to Parent; Purchaser, (v) each of the Company and its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable laws and regulations respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable laws, except for such non-compliance which has not had a Company Material Adverse Effect, (vi) there is no unfair labor practice charge or complaint against the Company pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vii) there is no material pending grievance arising out of any collective bargaining agreement or other grievance procedure and (viii) there to the knowledge of the Company, no charges with respect to or relating to the Company are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) pending before the Equal Employment Opportunity Commission or any other agreements (whether written agency responsible for the prevention of unlawful employment practices which, if determined adversely to the Company, would have or oral) with any employees of the could reasonably be expected to have a Company or any Subsidiary theretoMaterial Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cameron Ashley Building Products Inc), Agreement and Plan of Merger (Guardian Fiberglass Inc), Agreement and Plan of Merger (Citigroup Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 4.14 of the Disclosure ScheduleLetter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (ib) none of the Company and its Subsidiaries are in compliance Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with all applicable laws respecting employment and employment practices, terms and respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, health and safety, and wages and hours; (iic) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown work stoppage or stoppage actually other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the CompanyCompany Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against or affecting any of the Company Acquired Companies or any third party which manages or operates any of its Subsidiariesthe Properties or Space Leases with respect to the employees at such Properties or Space Leases; (ive) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andno grievance is pending or, to the knowledge of the CompanyCompany Parties, there has been no labor union prior to the date hereof organizing threatened against any employees of the Company Acquired Companies or any of its Subsidiaries into one third party which manages or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge operates any of the Company, threatened by Properties or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to the Company employees or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those employment practices. Except as set forth in Section 3.21(a) 4.14 of the Disclosure ScheduleLetter, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or practices that are subject to any other agreements (whether written or oral) with repayment obligation on the part of any employees of the Company or any Subsidiary theretoAcquired Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) Except as set forth in Section 3.21(a) of the Disclosure Scheduledate hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, and, (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, nor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any employees of the Company or any of its Subsidiaries; and (d) the Company and its Subsidiaries are in compliance with all applicable laws Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment, health and safety, employment and wages and hours; , (iiiii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Rights Directive and collective dismissal laws, as a result of any action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has received written notice incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement employee and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that incurred any representation petition respecting the liability for failure to provide information or to consult with employees of under any employment Laws. Neither the Company or nor any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoestablished a European Works Council.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Invitrogen Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the Disclosure Scheduledate hereof, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesno work stoppage, terms and conditions of employmentslowdown, health and safetylockout, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge labor strike, arbitration or complaint other labor dispute against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party pending or, to any collective bargaining agreement and there is the knowledge of the Company, threatened, (ii) no unfair labor strikepractice charges, slowdown material grievances or stoppage actually complaints are pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Subsidiaries, (iii) neither the Company nor any of the Subsidiaries is delinquent in any material respect in payments to any of its Subsidiaries; employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) neither the Company nor any of its the Subsidiaries has received notice that is liable for any representation petition respecting payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the employees ordinary course of the Company or any of its Subsidiaries has been filed business consistent with the National Labor Relations Boardpast practice), and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its the Subsidiaries, at the executive officer level or above, has given notice to the Company or any of the Subsidiaries alleging breach that any such employee intends to terminate his or her employment with the Company or any of any express or implied contract of employment; the Subsidiaries, (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees employee of the Company or any of its the Subsidiaries other than those set forth is in Section 3.21(aany respect in violation of any term of any (A) employment contract where such failure would be reasonably likely to have a Company Material Adverse Effect, (B) nondisclosure agreement, (C) common law nondisclosure obligations, (D) non-competition agreement, or (E) any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Disclosure ScheduleSubsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of the Subsidiaries or to the use of trade secrets or proprietary information of others, true(vii) neither the Company nor any of the Subsidiaries is a party to, correct or otherwise bound by, any consent decree with any Governmental Body relating to employees or employment practices; (viii) the Company and complete copies each of which have heretofore been delivered to Parentthe Subsidiaries are in material compliance with all applicable Law respecting labor and employment, including terms and conditions of employment, workers’ compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters; and (viiiix) there are no employment contractscomplaints, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) charges or any other agreements (whether written or oral) with any employees of claims against the Company or any Subsidiary theretoof the Subsidiaries pending with or, to the knowledge of the Company, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of the Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Foster L B Co), Agreement and Plan of Merger (Foster L B Co), Agreement and Plan of Merger (Foster L B Co)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is party to, bound by, or in the process of negotiating a collective bargaining agreement, work rules or practices or similar labor-related agreement with any labor union, labor organization or works council. Except as set forth for such matters which have not had or would not reasonably be expected to have, individually or in Section 3.21(a) of the Disclosure Scheduleaggregate, a Company Material Adverse Effect, (i) as of the date hereof, there are no pending strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“Employees”), (ii) to the Knowledge of the Company, as of the date hereof, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries, (iii) there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, (iv) as of the date hereof, there is no slowdown, or work stoppage pending or, to the Company’s Knowledge, threatened with respect to Employees, and (v) the Company and its Subsidiaries are in compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours; (ii) hours and unfair labor practices. Except for such matters which have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice any liabilities under the Worker Adjustment and Retraining Act of any charge 1998. Except for such matters which have not had and would not reasonably be expected to have, individually or complaint against in the aggregate, a Company Material Adverse Effect, each individual who renders or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating rendered services to the Company or any of its Subsidiaries and no such investigation who is in progress; (vii) there are no personnel arrangements, understandings, policies, rules not or procedures (whether written or oral) applicable to employees of has not been classified by the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) as an employee and paid on one of their respective payrolls has, to the Disclosure ScheduleCompany’s Knowledge, true, correct and complete copies of which have heretofore at all times been delivered properly characterized as to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) his or any other agreements (whether written or oral) with any employees of her relationship to the Company or any Subsidiary theretoof its Subsidiaries to the extent that any erroneous classification would not reasonably be anticipated to result in the failure to satisfy any qualification requirement with respect to any Company Benefit Plan, a violation of ERISA, the imposition of penalties or excise taxes with respect to any Company Benefit Plan, or result in any other liability to the Company or any of its Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) 4.18 of the Disclosure ScheduleLetter: (a) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or, to the knowledge of the Acquired Companies, to the Minority JV Entities or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (ib) none of the Company and its Subsidiaries are in compliance Acquired Companies and, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with all applicable laws respecting employment and employment practicesrespect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies, terms and the Minority JV Entities or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, health and safety, and wages and hours; (iic) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown work stoppage or stoppage actually other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases or, to the knowledge of the Acquired Companies, involving any of the Minority JV Entities, pending or, to the knowledge of the CompanyAcquired Companies, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andAcquired Companies or, to the knowledge of the CompanyAcquired Companies, there has been no labor union prior against the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the date hereof organizing any employees of the Company at such Properties or any of its Subsidiaries into one or more collective bargaining unitsSpace Leases; (ve) there are no complaintsgrievance is pending or, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the CompanyAcquired Companies, threatened by or on behalf of against any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) Acquired Companies or, to the knowledge of the CompanyAcquired Companies, no federal, state, the Minority JV Entities or local agency responsible for any third party which manages or operates any of the enforcement of labor Properties or employment laws intends to conduct an investigation Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to the Company employees or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those employment practices. Except as set forth in Section 3.21(a) 4.18 of the Disclosure ScheduleLetter, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contractsgrants or subsidies from any Governmental Body to any Acquired Company or, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees to the knowledge of the Company or Acquired Companies, any Subsidiary theretoMinority JV Entity, related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Winston Hotels Inc), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Winston Hotels Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither Neither the Company nor any of its Subsidiaries has received written notice is the subject of any charge pending or, to the Knowledge of the Company, threatened Action asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or complaint against comparable Applicable Law) or other violation of Applicable Law concerning labor or employment, except as would not reasonably be expected to have a Company Material Adverse Effect, or seeking to compel the Company or any of its Subsidiaries to bargain with or otherwise recognize any Employee Representative Body. Neither the Company nor any of its Subsidiaries are party or otherwise subject to any Collective Bargaining Agreement or subject to any material bargaining order, injunction or other Order relating to the Company’s or any of its Subsidiaries’ relationship or dealings with its employees, any Employee Representative Body, and no employee of the Company or any of its Subsidiaries is represented by an Employee Representative Body. There is no strike, picketing, slowdown, lockout, stoppage or other job Action or labor dispute involving the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge Knowledge of the Company, threatened against and there have been no such Actions or affecting disputes in the Company or past five years. To the Knowledge of the Company, in the past five years, there has not been any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the attempt by employees of the Company or any of its Subsidiaries has been filed or any Employee Representative Body to organize, represent or certify a collective bargaining unit or to engage in any other labor organizing activity with the National Labor Relations Board, and, respect to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees workforce of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of Subsidiaries. Neither the Company or nor any of its Subsidiaries alleging breach is required by Applicable Law or any Collective Bargaining Agreement to provide any notice to, consult with, or obtain the consent of any express Employee Representative Body in connection with the execution of this Agreement or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.)
Labor Matters. (a) Except as set forth in Section 3.21(a) Neither Discovery nor any of the Disclosure Schedule, its Subsidiaries is (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesa party to any collective bargaining agreement, terms and conditions of employmentshop agreement, health and safetygroup shop agreement, and wages and hours; shop policy, collective agreement, recognition agreement or other labor or trade union contract or (ii) a member of any employer’s association related to organized labor, in each case, applicable to persons employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries, and to the knowledge of Discovery, currently there are no organizational campaigns, petitions, negotiations or other unionization activities seeking recognition of a collective bargaining unit, labor union, trade union, works council or other employee representative body which could affect the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of Discovery, threatened between Discovery or any of its Subsidiaries and any of employees employed in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries, and neither the Company Discovery nor any of its Subsidiaries has received written notice experienced any such controversy, strike, slowdown or work stoppage within the past three (3) years; (c) neither Discovery has nor any of its Subsidiaries breached in any material respect or otherwise failed to comply in all material respects with the provisions of any charge collective bargaining, collective agreement or complaint union contract, and there are no material grievances outstanding against Discovery under any such agreement or contract; (d) the Company consent, notice or opinion of any employee representative body applicable to persons employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries is not required to consummate any of the transactions contemplated by this Agreement; (e) there are no material unfair labor practice complaints pending against Discovery or any of its Subsidiaries before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other government agency Governmental Authority or court any material current union representation questions involving employees of Discovery or any of its Subsidiaries; (f) Discovery and each of its Subsidiaries is currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, social security, hours, collective bargaining and the payment and withholding of taxes, social security, and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Discovery in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries and is not liable for any arrears of wages, Taxes, penalties or other tribunal regarding an unlawful employment practicesums for failure to comply with any of the foregoing; (iiig) Discovery and each of its Subsidiaries has properly classified for Tax purposes, and for the purpose of determining eligibility to participate in any Plan, all employees, leased employees, independent contractors and consultants providing services to the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (h) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted and is now pending or, to the knowledge of Discovery, threatened before any Governmental Authority with respect to any persons currently or formerly employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (i) neither the Company Discovery nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to any collective bargaining agreement and employees or employment practices; (j) there is no labor strike, slowdown material charge or stoppage actually material proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or, to the knowledge of the CompanyDiscovery, threatened against or affecting the Company with respect to Discovery or any of its Subsidiaries; and (ivk) neither there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted and is now pending or, to the Company nor knowledge of Discovery, threatened before the United States Equal Employment Opportunity Commission, or any of its Subsidiaries has received notice that other Governmental Authority in any representation petition respecting the employees of the Company jurisdiction in which Discovery or any of its Subsidiaries has been filed employed or currently employs any person in connection with the National Labor Relations Board, and, to the knowledge operation of the Company, there has been no labor union prior to FoundryCo Assets or the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoTransferred FoundryCo Subsidiaries.
Appears in 3 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (Advanced Micro Devices Inc), Master Transaction Agreement (Advanced Micro Devices Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.26 of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary and currently there is are no labor organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit within the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or threatened between the Company or any Subsidiary and any of their respective employees and neither the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage actually pending or, to within the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiariespast three years; (ivc) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of its Subsidiaries has received notice that any collective bargaining or union contract and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract; (d) there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation petition respecting the questions involving employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of Subsidiary; (e) the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there and each Subsidiary are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation currently in material compliance with respect to or all applicable Laws relating to the Company employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, and have withheld and paid to the appropriate Governmental Authority or any of its Subsidiaries and no are holding for payment not yet due to such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable Governmental Authority all amounts required to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any be withheld from employees of the Company or any Subsidiary theretoand are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Company and each Subsidiary have paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and (j) there is no charge of discrimination in employment or employment practices for any reason, including, without limitation, age, gender, race, religion or other legally protected category, that has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or currently employs any Person.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Labor Matters. (a) Except (i) as set forth in Section 3.21(a3.18(a) of the Company Disclosure ScheduleLetter, and (iii) with respect to clauses (B)-(F), as would not, individually or in the aggregate, reasonably be expected to have a material impact on the Company and its Subsidiaries Subsidiaries, taken as a whole: (A) except for national or sectoral Collective Bargaining Agreements and related extension orders (‘tzavei harchava’) that are applicable to all employees in compliance with all applicable laws respecting employment and employment practicesIsrael, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees and a union, trade union or works council, group of employees or employee representative body, for collective bargaining with respect to their respective employees with any labor organization, union, group, association, works council or employee representative body (“Collective Bargaining Agreements”) and no such agreement and is, to the knowledge of the Company, presently being negotiated, (B) there is are no labor strikepending demands provided in writing to the Company or any of its Subsidiaries for recognition, slowdown or stoppage actually pending certifications or proceedings or, to the knowledge of the Company, threatened or reasonably anticipated to be brought or filed against the Company or affecting any of its Subsidiaries by or on behalf of any works council, union, trade union, or labor-relations organization or entity (“Labor Organization”) to organize employees of the Company or any of its Subsidiaries; , (ivC) there are no pending lockouts, strikes, slowdowns, work stoppages, concerted refusals to work overtime or other similar labor activity or dispute or, to the knowledge of the Company, threats thereof by any employees of the Company or any of its Subsidiaries, (D) neither the Company nor any of its Subsidiaries has received notice that committed any representation petition respecting unfair labor practice in connection with the employees operation of their respective businesses and there is no charge, complaint or other action against the Company or any of its Subsidiaries has been filed with by the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company Board or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings comparable Governmental Entity pending, or to the knowledge of the Company, threatened by threatened, (E) the Company and its Subsidiaries have not entered into or on behalf are subject to, and no employees in Israel benefit from, any extension order (tzavei harchava), except for extension orders which generally apply to all employees in Israel or to all employees in the general area of any present or former employee business of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; Subsidiaries, and (viF) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to neither the Company or nor any of its Subsidiaries and no such investigation is has paid, or has been required or requested in progress; writing to pay, any payment (viiincluding professional organizational handling charges) there are no personnel arrangements, understandings, policies, rules to any employers’ association or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoorganization.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Gilat Satellite Networks LTD)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither Neither the Company nor any of its the Subsidiaries has received written notice of is engaged in any charge unfair labor practice; except for matters which would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of its the Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, and no grievance or any other government agency arbitration proceeding arising out of or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any under collective bargaining agreement and there agreements is no labor strike, slowdown or stoppage actually pending or, to the knowledge of Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries; the Subsidiaries and (ivC) neither the Company nor any of its Subsidiaries has received notice that any no union representation petition respecting dispute currently existing concerning the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations BoardSubsidiaries, and, (ii) to the knowledge of Company’s knowledge, no union organizing activities are currently taking place concerning the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its the Subsidiaries into one or more collective bargaining units; and (viii) there are has been no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf violation of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”) or the WARN Act’s state, foreign or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company equivalent, or any provision of its Subsidiaries the Employee Retirement Income Security Act of 1974 (“ERISA”) or the rules and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to regulations promulgated thereunder concerning the employees of the Company or any of its Subsidiaries other than those set forth the Subsidiaries; the Company and each Subsidiary is in Section 3.21(a) compliance with all presently applicable provisions of the Disclosure ScheduleERISA, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee except where such non-disclosure agreements compliance would not result in a Material Adverse Effect; no “reportable event” (as contemplated by Section 3.21(vii)defined in ERISA) or has occurred with respect to any other agreements “pension plan” (whether written or oralas defined in ERISA) with any employees of to which the Company or any Subsidiary theretocontributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Uranium Resources Inc /De/), Underwriting Agreement (Uranium Resources Inc /De/), Gse Systems Inc
Labor Matters. (a) Except as set forth in Section 3.21(a) on Schedule 4.18, as of the Disclosure Scheduledate hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the Company and employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries are is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance compliance, in all material respects, with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hoursis not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (iiv) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither the Company a Conveyed Entity nor any of its Subsidiaries has received written notice notice, from June 30, 1996 through the date hereof of the intent of any charge federal, state, local or complaint against foreign agency responsible for the Company enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practiceand no such investigation is in progress; and (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (vix) there are no complaints, lawsuits, arbitrations lawsuits or other proceedings pending, pending or to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract of or employment; (vi) to , any Law governing employment or the knowledge of termination thereof or other discriminatory, wrongful or tortious conduct in connection with the Companyemployment relationship, no federalwhich, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company if adversely determined against any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangementsSubsidiaries, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which would have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoa Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Republic Industries Inc), Agreement and Plan of Reorganization (Guy Salmon Usa LTD), Agreement and Plan of Reorganization (Republic Industries Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure ScheduleSchedule 3.15, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions no employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Xxxxx or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionare represented by a labor union or organization, the National Labor Relations Boardno labor union or organization has been certified or recognized as a representative of any such employees, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) and neither the Company Xxxxx nor any of its Subsidiaries is a party to or has any obligation under any collective bargaining agreement or other labor union contract with any labor union or organization, or has any obligation to recognize or deal with any labor union or organization, and there is are no labor strike, slowdown such contracts pertaining to or stoppage actually pending or, to which determine the knowledge terms or conditions of the Company, threatened against or affecting the Company employment of any employee of Xxxxx or any of its Subsidiaries; (ivii) there are no pending or threatened representation campaigns, elections or proceedings or questions concerning union representation involving any employees of Xxxxx or any of its Subsidiaries; (iii) neither the Company Xxxxx nor any of its Subsidiaries has received notice that any representation petition respecting the knowledge of any activities or efforts of any labor union or organization (or representatives thereof) to organize any employees of the Company Xxxxx or any of its Subsidiaries, nor of any demands for recognition or collective bargaining, nor of any strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any employees of Xxxxx or any of its Subsidiaries or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the 48-month period preceding the date hereof; (iv) neither Xxxxx nor any of its Subsidiaries has engaged in, admitted committing or been filed with held in any administrative or judicial proceeding to have committed any unfair labor practice under the National Labor Relations BoardAct, and, to the knowledge as amended; (v) neither Xxxxx nor any of the Company, there has been no its Subsidiaries is involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of material importance with any labor union prior to the date hereof organizing any employees or organization; and (vi) there are no controversies, claims, demands or grievances of the Company material importance pending or, so far as Xxxxx or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsis aware, lawsuitsthreatened, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company between Xxxxx or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to any of their respective employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) actual or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoclaimed representative thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Burnham Corp), Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Bryan Steam Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure ScheduleSchedule 4.17 attached hereto, (i) there are no collective bargaining agreements or agreed upon work rules or practices in effect relating to the Company Employees (other than any employee handbook, workplace publication or similar materials) or any other contract or commitment to any labor union or association representing any Employee, (ii) no labor union or association or collective bargaining agent represents or claims to represent any Employee, (iii) there is no organizational effort currently being made or, to the Knowledge of Seller, threatened to organize any Employee, nor was there any within the two (2) years prior to the Execution Date, (iv) there has been no strike, slowdown, work stoppage, lockout, arbitration or other material work-related dispute involving any Employee, and no such action is now pending or affecting the Business, nor, to the Knowledge of Seller, is any such action threatened, (v) there are no grievances arising out of any collective bargaining or similar agreement or other grievance procedure, (vi) neither Seller nor any of its Affiliates has received notice of the intent of any national, federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Business, and no such investigation is in progress, (vii) no proceeding against Seller or any of its Affiliates relating to the Business, or controversy or dispute between Seller or any of its Affiliates and any Employee or former employee, or any applicant for employment in the Business, has been filed or, to the Knowledge of Seller, threatened, relating to the alleged violation of any law pertaining to labor relations or employment matters, including any charge, complaint or petition filed by any Employee or former employee of the Business or applicant for employment in the Business or labor organization or labor union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor or any other Governmental Authority, and (viii) there are no written personnel policies, rules or procedures applicable to Employees, other than any employee handbook, workplace publication or similar material and the items set forth in Schedule 4.17 attached hereto, true and correct copies of which shall be made available to Buyer. To the Knowledge of Seller, Seller and its Subsidiaries are Affiliates are, and have at all times been, in compliance in all material respects with all the terms and requirements of, and are not currently in default in any material respect under, (i) any collective bargaining agreement or other labor union contract covering any Employee or (ii) any applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party applicable law, ordinance or regulation with respect to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present Employee or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoBusiness.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Golf Trust of America Inc), Asset Purchase Agreement (Gta-Ib, LLC), Asset Purchase Agreement (Golf Trust of America Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and its Subsidiaries are are, and since December 31, 2006 have been, in compliance with all applicable federal, state and local laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither , and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the Company nor any payment of its Subsidiaries has received written notice wages. There are no complaints, lawsuits, arbitrations, administrative proceedings, or other proceedings of any charge or complaint nature pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries pending before brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the Equal Employment Opportunity Commission, the National Labor Relations Boardforegoing, or any Governmental Authority, relating to any such law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other government agency discriminatory, wrongful or court or other tribunal regarding an unlawful tortious conduct in connection with the employment practice; (iii) neither relationship. Neither the Company nor any of its Subsidiaries is a party to to, or bound by any collective bargaining agreement, contract or other agreement and there or understanding with a labor union or labor organization, nor is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; Subsidiaries the subject of a proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice (ivwithin the meaning of the National Labor Relations Act) neither or seeking to compel the Company or any of its Subsidiaries to bargain with any labor organization as to wages and conditions of employment. No work stoppage involving the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has received notice is involved in, or, to the Knowledge of the Company, threatened with, any dispute, arbitration, lawsuit or administrative proceeding relating to labor or employment matters that would reasonably be expected to interfere in any representation petition respecting respect with the respective business activities of the Company or its Subsidiaries. To the Knowledge of the Company, no labor union is attempting to organize employees of the Company or any of its Subsidiaries Subsidiaries. The Company has been filed with the National Labor Relations Boardmade available to Buyer, and, Buyer Bank and Merger Sub a copy of all written policies and procedures related to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of ’s and its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoSubsidiaries’ employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (LSB Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and employment practicesoccupational safety and health, terms and conditions of employment, health and safety, employment and wages and hours, and are not engaged in any unfair labor practices; (iib) neither there are no controversies pending or, to the knowledge of the Company nor or any of its Subsidiaries has received written notice of any charge or complaint against Subsidiaries, threatened, between the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionand any of their respective employees, the National Labor Relations Boardconsultants or independent contractors, or any other government agency or court or other tribunal regarding an unlawful employment practicewhich controversies would reasonably be expected to have a Company Material Adverse Effect; (iiic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no or other labor strikeunion contract applicable to persons employed by the Company or its Subsidiaries, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting nor does the Company or any of its SubsidiariesSubsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (ivd) there are no and neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the knowledge of any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of of, or consultants or independent contractors to, the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to Subsidiaries. To the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach is in violation of any express term of any patent disclosure agreement, non-competition agreement, or implied contract of employment; (vi) any restrictive covenant to a former employer relating to the knowledge right of any such employee to be employed by the Company or any of its Subsidiaries because of the Companynature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others or, no federalin the case of any key employee or group of key employees, state, or local agency responsible for has given notice as of the enforcement date of labor or employment laws intends to conduct an investigation with respect to or relating this Agreement to the Company or any of its Subsidiaries and no that such investigation is employee or any employee in progress; (vii) there are no personnel arrangementsa group of key employees intends to terminate his or her employment with the Company. Since the Company’s inception, understandings, policies, rules or procedures (whether written or oral) applicable to employees of neither the Company or any of its Subsidiaries other than those set forth has effected (i) a plant closing, as defined in Section 3.21(athe Worker Adjustment and Retaining Notification Act of 1988, as amended ( the “WARN Act”), or (ii) of a mass layoff as defined in the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any Subsidiary theretosimilar state, local or foreign law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Legato Systems Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the Disclosure Scheduledate hereof, (i) none of the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries Acquired Companies is a party to any collective bargaining agreement or other labor union contract applicable to its employees, and there are no labor union or works councils representing an of its employees and, to the Knowledge of the Company, no labor union or works council is attempting to organize any such employees for the purpose of representation. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) to the Knowledge of the Company, there is no unfair labor practice charge or complaint pending before any applicable Governmental Body relating to Acquired Companies or any employee thereof; (ii) there is no labor strike, slowdown or work stoppage actually or lockout pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of its SubsidiariesAcquired Companies; (iviii) neither the Company nor any of its Subsidiaries has received notice that any there is no representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andproceeding pending or, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge Knowledge of the Company, threatened by or on behalf before any applicable Governmental Body relating to the employees of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employmentAcquired Company; (viiv) the Acquired Companies are in material compliance with all Legal Requirements relating to employment or labor, relating to the terms and conditions of current and former employees and other labor-related matters, including all Legal Requirements relating to discrimination, fair labor standards and occupational health and safety, or wrongful discharge (“Employment Laws”) and (v) to the knowledge Knowledge of the Company, as of the date hereof, no federal, state, or local agency investigation by any Governmental Body responsible for the enforcement of labor or employment laws intends Employment Laws is in progress and none of the Acquired Companies has received written notice from any Governmental Body responsible for the enforcement of Employment Laws of an intention to conduct an investigation with respect to or relating to of any Acquired Company following the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretodate hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC)
Labor Matters. (a) Except as set forth in Section 3.21(a) Sections 3.13 and 3.18 of the Company Disclosure Schedule, insofar as the operations of the Company and the Company Subsidiaries in the United States are concerned, as of the date of this Agreement (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or the to the knowledge of the Company, threatened against or affecting the Company or any of the Company Subsidiaries and its during the past five years there has not been any such action, (ii) neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of the Company Subsidiaries, (iii) none of the employees of the Company or any of the Company Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company or any of the Company Subsidiaries within the past five years, nor does any question concerning representation exist as of the date of this Agreement concerning such employees, (iv) there are no material written personnel policies, rules or procedures applicable to employees of the Company or any of the Company Subsidiaries, other than those set forth in compliance Section 3.18 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Purchaser, (v) neither the Company nor any of the Company Subsidiaries has received any notice that it is not in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither is not engaged in any unfair labor practices as defined in the Company nor any of its Subsidiaries has received written notice National Labor Relations Act or other similar laws of any jurisdiction, (vi) there is no unfair labor practice or similar charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against before the National Labor Relations Board or affecting any similar state or foreign agency, (vii) there is no material grievance arising out of any collective bargaining or similar agreement or other grievance procedure relating to any employee of the Company or any of its the Company Subsidiaries; , (ivviii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of the Company Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any of its the Company Subsidiaries has received notice that of the intent of any representation petition respecting federal, state, local or foreign agency responsible for the employees enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its the Company Subsidiaries has been filed with the National Labor Relations Boardand no such investigation is in progress, andand (x) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing threatened in any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of or employment; (vi) to , any laws governing employment or the knowledge of termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the Companyemployment relationship, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the except in each case which would not result in a Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (All American Communications Inc), Agreement and Plan of Merger (Pearson Merger Co Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and employment practicesoccupational safety and health, terms and conditions of employment, health and safety, employment and wages and hours, and are not engaged in any unfair labor practices; (iib) neither there are no actions, suits, claims or grievances pending or, to the knowledge of the Company nor or any of its Subsidiaries has received written notice of any charge or complaint against Subsidiaries, threatened, between the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionand any of their respective employees, the National Labor Relations Boardconsultants or independent contractors, which actions, suits, claims or any other government agency grievances have or court or other tribunal regarding an unlawful employment practicewould reasonably be expected to have a Company Material Adverse Effect; (iiic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no or other labor strike, slowdown or stoppage actually pending or, union contract applicable to the knowledge of the Company, threatened against or affecting persons employed by the Company or any of its Subsidiaries; (iv) neither the Company , nor any of its Subsidiaries has received notice that any representation petition respecting the employees of does the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, know of any activities or proceedings of any labor union to organize any such employees; and (d) to the knowledge of the Company, there has been are no labor union prior disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to the date hereof organizing any employees of of, or consultants or independent contractors to, the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former Subsidiaries. No employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vii) to the Company's knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the Company, no federal, statenature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or local agency responsible for (ii) in the enforcement case of labor any key employee or employment laws intends to conduct an investigation with respect to or relating group of key employees, has given notice as of the date of this Agreement to the Company or any of its Subsidiaries and no that such investigation is employee or any employee in progress; (vii) there are no personnel arrangements, understandings, policies, rules a group of key employees intends to terminate his or procedures (whether written or oral) applicable to employees of her employment with the Company. Neither the Company or nor any of its Subsidiaries other than those set forth has any material liability for (i) a plant closing, as defined in Section 3.21(athe Worker Adjustment and Retaining Notification Act of 1988, as amended ( the "WARN Act"), or (ii) of a mass layoff, as defined in the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any Subsidiary theretosimilar state, local or foreign law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Documentum Inc), Agreement and Plan of Merger (Emc Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Neither Company nor any of its Subsidiaries is a party to or has been the subject of any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice material proceeding asserting that any representation petition respecting the employees of the Company or any of its Subsidiaries has committed an unfair labor practice or any other violation of Law relating to employee matters, including those related to wages, hours, immigration and naturalization, collective bargaining, occupational safety or health standards, employment discrimination, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, nor has there been filed with the National Labor Relations Boardany labor strike, anddispute, walk-out, work stoppage, slow-down or lockout involving Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is or has been a party to any collective bargaining agreement, collective agreement or other labor union contract or works council agreement applicable to Persons employed by Company or any of its Subsidiaries, nor, to the knowledge of the Company, are there has been any activities or proceedings of any Person to organize any such employees and no labor union prior consent of, consultation of, or the rendering of formal advice by the unions, works councils, and other similar organizations is required to consummate the date hereof organizing Merger or any employees of the other transactions contemplated hereby. Any individuals engaged by Company or any of its Subsidiaries into one as consultants or more collective bargaining units; (vindependent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time employees are or were at the relevant time entitled, were and have been engaged in accordance in all material respects with all applicable Laws, and have been treated accordingly and appropriately in all material respects for all Tax purposes. Copies of all consulting or independent contractor agreements with such individuals have been made available to Parent or Parent’s legal advisor and are set forth on Section 3.1(o) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoSchedules.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.24 of the Company Disclosure Schedule, (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been any such action, (b) to the knowledge of the Company, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the employees of the Company or any of its subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its Subsidiaries subsidiaries are in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practice; applicable Law, (iiif) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened unfair labor practice charge or complaint against the Company or any of its subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement, (h) no charges with respect to or relating to the Company or any of its subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (i) neither the Company nor any of its subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its subsidiaries and no such investigation is in progress and (j) there are no material complaints, lawsuits or other proceedings pending or to the knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment; (vi) to , any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. To the knowledge of the Company, as of the date hereof, no federal, state, executive officer or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees other key employee of the Company or any of its Subsidiaries other than those set forth subsidiaries is subject to any noncompete, nonsolicitation, employment, consulting or similar agreement relating to, affecting or in Section 3.21(a) conflict with the present or proposed business activities of the Disclosure ScheduleCompany and its subsidiaries, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality except agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of between the Company or any Subsidiary theretosubsidiary of the Company and its present and former officers and employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Mity Enterprises Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the date of this Agreement, Section 4.19 of the Qwest Disclosure Schedule, (i) the Company Letter sets forth a true and its Subsidiaries are in compliance with complete list of all collective bargaining or other labor union contracts applicable laws respecting employment and employment practices, terms and conditions to any employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Qwest or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionQwest Subsidiaries. To the Knowledge of Qwest, as of the National Labor Relations Boarddate of this Agreement, no labor organization or group of employees of Qwest or any other government agency Qwest Subsidiary has made a pending demand for recognition or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement certification, and there is are no labor strikerepresentation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations BoardBoard or any other labor relations tribunal or authority. To the Knowledge of Qwest, andthere are no organizing activities, to the knowledge strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving Qwest or any Qwest Subsidiary. None of Qwest or any of the Company, there Qwest Subsidiaries has been no breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union prior Contract applicable to the date hereof organizing any employees of the Company Qwest or any of its Subsidiaries into one the Qwest Subsidiaries, except for any breaches, failures to comply or more disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Qwest Material Adverse Effect. Qwest has made available to CenturyLink true and complete copies of all collective bargaining units; agreements and other labor union contracts (vincluding all amendments thereto) there are no complaintsapplicable to any employees of Qwest or any Qwest Subsidiary (the “Qwest CBAs”). Except as otherwise set forth in the Qwest CBAs, lawsuits, arbitrations or other proceedings pending, or to the knowledge neither Qwest nor any Qwest Subsidiary (a) as of the Companydate of this Agreement, threatened by has entered into any agreement, arrangement or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Companyunderstanding, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to , with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Company Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)them) or (b) has any other agreements (express commitment, whether written legally enforceable or oral) with not, to, or not to, modify, change or terminate any employees of the Company or any Subsidiary theretoQwest Benefit Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurytel Inc), Agreement and Plan of Merger (Qwest Communications International Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the date of this Agreement, Section 4.19 of the Pine Disclosure Schedule, (i) the Company Letter sets forth a true and its Subsidiaries are in compliance with complete list of all collective bargaining or other labor union contracts applicable laws respecting employment and employment practices, terms and conditions to any employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Pine or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionPine Subsidiaries. To the Knowledge of Pine, as of the National Labor Relations Boarddate of this Agreement, no labor organization or group of employees of Pine or any other government agency Pine Subsidiary has made a pending demand for recognition or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement certification, and there is are no labor strikerepresentation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations BoardBoard or any other labor relations tribunal or authority. To the Knowledge of Pine, andthere are no organizing activities, to the knowledge strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving Pine or any Pine Subsidiary. None of Pine or any of the Company, there Pine Subsidiaries has been no breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union prior Contract applicable to the date hereof organizing any employees of the Company Pine or any of its Subsidiaries into one the Pine Subsidiaries, except for any breaches, failures to comply or more disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Pine Material Adverse Effect. Pine has made available to Cedar true and complete copies of all collective bargaining units; agreements and other labor union contracts (vincluding all amendments thereto) there are no complaintsapplicable to any employees of Pine or any Pine Subsidiary (the “Pine CBAs”). Except as otherwise set forth in the Pine CBAs, lawsuits, arbitrations or other proceedings pending, or to the knowledge neither Pine nor any Pine Subsidiary (a) as of the Companydate of this Agreement, threatened by has entered into any agreement, arrangement or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Companyunderstanding, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to , with any union or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Company Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)them) or (b) has any other agreements (express commitment, whether written legally enforceable or oral) with not, to, or not to, modify, change or terminate any employees of the Company or any Subsidiary theretoPine Benefit Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Embarq CORP), Agreement and Plan of Merger (Centurytel Inc)
Labor Matters. (a1) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company Neither Agouron nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the Knowledge of Agouron, neither Agouron nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there are no current or threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Agouron or any Subsidiary, or labor strike and there no such activities have occurred during the past 24 months; (4) no grievance, arbitration, complaint or investigation is no labor strike, slowdown or stoppage actually pending or, to the knowledge Knowledge of the CompanyAgouron, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company Agouron or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Agouron; (5) to the Knowledge of Agouron, Agouron and each Subsidiary is in compliance with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to Agouron; (6) Agouron has been filed complied in all material respects with its payment obligations to all employees of Agouron and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Agouron policy, practice, agreement, plan, program or any statute or other law; (7) Agouron is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of Agouron, nor to the Knowledge of Agouron will Agouron have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the National Labor Relations Board, and, to the knowledge transactions contemplated hereunder or as a result of the Company, there has been no labor union prior to the date hereof organizing termination by Agouron of any employees of the Company persons employed by Agouron or any of its Subsidiaries into one on or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or prior to the knowledge Effective Time of the Company, threatened Merger except as required by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Code Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent4980B; and (viii8) Agouron is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") there are no employment contractsand part 6 and 7 of Title I of ERISA, severance agreementsto the extent applicable, confidentiality agreements (and all other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) notification and bargaining obligations arising under any collective bargaining agreement or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretostatute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agouron Pharmaceuticals Inc), Agreement and Plan of Merger (Warner Lambert Co)
Labor Matters. (a) Except as set forth in Section 3.21(a4.16(a) of the Disclosure ScheduleSchedule or except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) since January 1, 2018, there has not been, nor is there pending or, to the Knowledge of the Company, threatened in writing (A) any labor dispute between the Company or any Company Subsidiary and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesany labor organization, terms and conditions or any strike, slowdown, work stoppage or other similar organized disruptive labor activity involving any employee of, or affecting the Company or any Company Subsidiary or (B) any union organizing or election activity involving any employee of employment, health and safety, and wages and hoursthe Company or any Company Subsidiary; (ii) there is no grievance or unfair labor practice charge pending or, to the Knowledge of the Company, threatened in writing against the Company or any Company Subsidiary before the National Labor Relations Board or any other Governmental Entity and neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations BoardSubsidiary is, or has, engaged in any other government agency or court or other tribunal regarding an unlawful employment unfair labor practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge Company Subsidiary has received written notice of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency Governmental Entity responsible for the enforcement of labor any federal, state, local or foreign laws regarding labor, employment laws intends and employment practices, conditions of employment, occupational safety and health and wages and hours, including any bargaining or other obligations under the National Labor Relations Act, to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries Company Subsidiary and no such investigation is in progress; and (viiiv) there are the Company and the Company Subsidiaries have complied with all applicable labor and employment Laws in connection with the employment of their respective employees. None of the Company nor any Company Subsidiary is party to any collective bargaining agreement or other contract with any labor union, no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable labor organization claims to represent any group of employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) Company Subsidiary and, to the Knowledge of the Disclosure ScheduleCompany, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are is no employment contracts, severance agreements, confidentiality agreements (other than standard activity involving any employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Company Subsidiary theretoseeking to certify a collective bargaining unit or engaging in any other organizing activity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E.W. SCRIPPS Co), Agreement and Plan of Merger (E.W. SCRIPPS Co)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither Neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither Neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there There are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to To the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there There are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Company Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there There are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Merger Agreement (Tumbleweed Communications Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries There are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strikestrikes, slowdown disputes, ------------- slowdowns, stoppages or stoppage lockouts actually pending pending, or, to the knowledge of the Company, threatened against or affecting Company or any of its Subsidiaries and during the past five years there have been no such actions; (ii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or by any work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; (iii) to the knowledge of the Company, there are no current union organizing activities among the employees of the Company or any of its Subsidiaries; (iv) neither the Company nor any true, correct and complete copies of its Subsidiaries has received notice that any representation petition respecting the all written personnel policies, rules or procedures applicable to employees of the Company or any of and its Subsidiaries has have been filed with made available to the National Labor Relations BoardParent; (v) there are no material complaints, andcharges, arbitrations, controversies, lawsuits or other proceedings pending or, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing threatened in any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of forum against the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules employment contracts or procedures (whether written or oral) applicable to severance agreements with any employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to ParentSubsidiaries; and (viiivii) there are no since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), the Company -------- has not effectuated (A) a "plant closing" (as defined in the WARN Act) affecting any site of employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or one or more facilities or operating units within any other agreements (whether written site of employment or oral) with any employees facility of the Company or any Subsidiary theretoof its Subsidiaries, or (B) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Firstamerica Automotive Inc /De/), Agreement and Plan of Merger and Reorganization (Price Thomas A)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there There is no labor strike, slowdown dispute, ------------- slowdown, work stoppage or stoppage actually lockout pending or, to the knowledge of the CompanyCompany or any Stockholder, threatened against or affecting the Company or Company, and during the past three years there has not been any of its Subsidiariessuch action; (ivb) neither there are no union claims to represent the employees of the Company; (c) the Company nor is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of its Subsidiaries has received notice that any representation petition respecting the Company; (d) none of the employees of the Company is represented by any labor organization and the Company and the Stockholders do not have any knowledge of any current union organizing activities among the employees of the Company, nor to the knowledge of the Company or any of its Subsidiaries Stockholder does any question concerning representation exist with respect to such employees; (e) the Company is, and has been filed at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no unfair labor practice charge or complaint against the National Labor Relations Board, andCompany pending or, to the knowledge of the CompanyCompany or any Stockholder, there has been no labor union prior threatened before the National Labor Relations Board or, to the date hereof organizing any employees knowledge of the Company or any Stockholder, any charges or complaints, or facts which could reasonably give rise to a charge or complaint, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its Subsidiaries into one employees for any wages, salaries, commissions, bonuses or more collective bargaining unitsother direct compensation for any services performed by them to the Closing Date or amounts required to be reimbursed to such employees; (vi) there are no complaintsupon termination of the employment of any of the employees of the Company after the Closing, lawsuitsthe Surviving Corporation will not be liable to any of its employees for severance pay, arbitrations or other proceedings pending, or to except as otherwise required by federal law; (j) the knowledge employment of each of the Company, threatened by 's employees is terminable at will without cost to the Company except for payments disclosed on the Disclosure Statement or on behalf required under the Employee Benefit Plans and payment of any present accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or has any of its Subsidiaries alleging breach of any express or implied contract of employmentright to be rehired by the Company prior to the Company's hiring a person not previously employed by the Company; (vil) to the knowledge best of the Company's and the Stockholders' knowledge, no federalCompany employee has made a formal complaint, statewhether oral or written, to any member of the Company's management or local agency responsible human resource center that such employee has been subjected to unlawful discrimination or harassment which, if proven, would violate any state or federal laws concerning discrimination or harassment; and (m) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company as of the Closing Date, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or present employee any sum in excess of $25,000 individually or $50,000 in the aggregate other than for accrued wages or salaries for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating current payroll period, and amounts payable under the Employee Benefit Plans. No employee owes any sum to the Company or any in excess of its Subsidiaries $25,000, and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to all employees of together do not owe the Company or any in excess of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto$50,000.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantgo Inc), Agreement and Plan of Merger (Avantgo Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.13 of the UTI Disclosure ScheduleDocument, (i) neither UTI nor any of its Subsidiaries is a party to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or complaint pending nor, to the Company knowledge of the executive officers of UTI, threatened, with regard to employees of UTI or any Subsidiary of UTI; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect, or, to the knowledge of the executive officers of UTI, threatened against UTI or any of its Significant Subsidiaries; (iv) as of the date hereof, no representation question exists, nor to the knowledge of the executive officers of UTI are there any campaigns being conducted to solicit cards from the employees of UTI or any Subsidiary of UTI to authorize representation by any labor organization; (v) neither UTI nor any Subsidiary of UTI is party to, or is not otherwise bound by, any consent decree with any governmental authority relating to employees or employment practices of UTI or any Subsidiary of UTI; (vi) neither UTI nor any of its Subsidiaries has incurred any liability under, and has complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such Act; (vii) UTI and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, except where the failure to be in compliance with each such agreement, contract and policy would not, either singly or in the aggregate, have a Material Adverse Effect on UTI; (viii) there is no complaint, lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment of the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship against UTI or any of its Subsidiaries pending, or, to the knowledge of UTI or any of its Subsidiaries, threatened, that has, or would have, a Material Averse Effect on UTI; (ix) UTI and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, except for non-compliance that does not have, and wages would not have, a Material Adverse Effect on UTI; and hours; (iix) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strikeproceeding, slowdown claim, suit, action or stoppage actually governmental investigation pending or, to the knowledge of the Company, threatened against or affecting the Company UTI or any of its Subsidiaries; (iv) neither the Company nor , threatened, in respect to which any current or former director, officer, employee or agent of its Subsidiaries has received notice that any representation petition respecting the employees of the Company UTI or any of its Subsidiaries has been filed with the National Labor Relations Board, and, is or may be entitled to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company claim indemnification from UTI or any of its Subsidiaries into one (A) pursuant to their respective charters or more collective bargaining unitsbylaws; (vB) there are no complaints, lawsuits, arbitrations or other proceedings pending, or as provided in any indemnification agreement to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company UTI or any Subsidiary theretoof UTI is a party, or (C) pursuant to applicable law that has, or would have, a Material Adverse Effect on UTI.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Energy Inc), Agreement and Plan of Merger (Uti Energy Corp)
Labor Matters. (a) Except as set forth in on Section 3.21(a) 3.14 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened against or affecting the Company and its Subsidiaries during the past five years from the date of this Agreement there has not been any such action, (ii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company, (iii) none of the employees of the Company is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company within the past five years, (iv) there are no written personnel policies, rules or procedures applicable to employees of the Company, other than those set forth on Section 3.14 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company is, and has at all times been, in compliance compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable laws, except for such non- compliance which has not had and hours; would not reasonably be expected to have a Company Material Adverse Effect, (iivi) neither the Company nor any of its Subsidiaries has received written notice of any there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with before the National Labor Relations BoardBoard or any similar state or foreign agency, and(vii) there is no material pending grievance arising out of any collective bargaining agreement or other grievance procedure, (viii) to the knowledge of the Company, no charges with respect to or relating to the Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (ix) the Company has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company and no such investigation is in progress, and (x) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing threatened in any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened forum by or on behalf of any present or former employee of the Company, any applicant for employment or classes of the foregoing alleging breach by the Company or any of its Subsidiaries alleging breach of any express or implied contract of or employment; (vi) to , any laws governing employment or the knowledge of termination thereof or other discriminatory, wrongful or tortious conduct in connection with the Companyemployment relationship, no federalwhich, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating if determined adversely to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable could reasonably be expected to employees of the have a Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMaterial Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Coast Industries Inc /De/), Agreement and Plan of Merger (Saffron Acquisition Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) on Schedule 6.24(a), none of the Disclosure ScheduleMITI, (i) the Company and any of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company United States subsidiaries nor any of its Subsidiaries the Joint Venture Entities has received written notice of any charge material obligations, contingent or complaint against otherwise, under any employment or consulting agreement (except if and as set forth in the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionschedules hereto), the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is or other contract with a labor union or other labor or employee group. There are no labor strike, slowdown or stoppage actually pending efforts presently being made or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the CompanyMITI's knowledge, threatened by or on behalf of any present or former employee labor union with respect to employees of the Company MITI, any United States subsidiary of MITI or any of its Subsidiaries alleging breach the Joint Venture Entities. No unfair labor practice complaint against MITI is pending or, to MITI's knowledge, threatened before the National Labor Relations Board; there is no labor strike, dispute, slowdown or stoppage pending or, to MITI's knowledge, threatened against or involving MITI, any United States subsidiary of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company MITI or any of its Subsidiaries and the Joint Venture Entities; no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to collective bargaining representation question exists respecting the employees of the Company MITI, any United States subsidiary of MITI or any of its Subsidiaries other than those set forth in Section 3.21(a) the Joint Venture Entities; no grievance or internal or informal complaint exists under any collective bargaining agreement, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; no collective bargaining agreement is currently being negotiated by MITI, any United States subsidiary of MITI or any of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to ParentJoint Venture Entities; and (viii) there are no employment contractsnone of MITI, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) any United States subsidiary of MITI or any other agreements (whether written or oral) with any employees of the Company or Joint Venture Entities has experienced any Subsidiary theretolabor difficulty, except as to each of the foregoing, any matter which would not have a MITI Material Adverse Effect.
Appears in 2 contracts
Samples: Contribution Agreement (Actava Group Inc), Contribution Agreement (Orion Pictures Corp)
Labor Matters. None of the Company or the Company Subsidiaries is party to any collective bargaining or works council agreement (each a “Collective Agreement”) covering any of its employees, other than industry-wide agreements outside of the U.S. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) Except as set forth in Section 3.21(a) with respect to employees of the Disclosure Schedule, Company or any Company Subsidiary: (i) there are no labor-related strikes, walkouts, lockouts or other material work stoppages pending or, to the Knowledge of the Company, threatened in writing; and (ii) no labor union or group of employees has made a presently pending written demand for recognition or certification and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (b) the Company and its the Company Subsidiaries are in compliance with all applicable laws Laws respecting employment labor and employment, fair employment practices, terms and conditions of employment, applicant and employee background checking, immigration, workers’ compensation, occupational safety and health and safetyrequirements, and plant closings, wages and hours; (ii) neither the Company nor any , worker classification, withholding of its Subsidiaries has received written notice of any charge Taxes, employment discrimination, disability rights or complaint against benefits, equal opportunity, labor relations, employee leave issues, affirmative action and unemployment insurance and related matters. Except as would not reasonable be expected to result in material liability to the Company or any Company Subsidiary, (a) none of its the Company or the Company Subsidiaries pending before has, since December 31, 2017, entered into a settlement agreement with a current or former officer, director or employee of the Equal Employment Opportunity Commission, the National Labor Relations Board, Company or any other government agency Company Subsidiary resolving allegations of sexual harassment or court misconduct by an officer, director or other tribunal regarding an unlawful employment practice; (iii) neither employee of the Company nor or any Company Subsidiary at the level of its Subsidiaries is a party to Vice President or above, and (b) there are no, and since December 31, 2017, there have not been any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually litigations pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, in each case, involving allegations of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company sexual harassment or any of its Subsidiaries has been filed with the National Labor Relations Boardmisconduct by an officer, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company director or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any Company Subsidiary at the level of its Subsidiaries alleging breach of any express Vice President or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoabove.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Carbonite Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and its Subsidiaries are and since January 1, 2019 have been in compliance with all applicable laws respecting employment Laws relating to Company Employees and employment practicesor engagement of labor, terms including all applicable Laws relating to wages, hours, overtime, collective bargaining, employment discrimination, civil rights, safety and conditions health, workers’ compensation, pay equity, classification of employment, health employees and safetyindependent contractors, and wages the collection and hours; (ii) neither payment of withholding and/or social security Taxes, except for such non-compliance as would not be material to the Company nor any of and its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionSubsidiaries, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither taken as a whole. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and or other similar, material agreement with any labor union or works council, other than industry-wide agreements outside of the United States, and, to the Knowledge of the Company, there is are no activities or proceedings of any labor strikeunion, slowdown works council or stoppage actually similar organization to organize any Company Employees. There are no material labor related strikes, walkouts, slowdowns, disputes, work stoppages or lockouts pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) in writing, and since January 1, 2019, neither the Company nor any of its Subsidiaries has received notice that experienced any representation petition respecting material labor related strike, walkout, slowdown, dispute, work stoppage or lockout. To the employees Knowledge of the Company, there is no pending organizing campaign or written demand for recognition or certification by any labor union or works council, in each case, with respect to any Company Employees. Additionally, (i) except as would not be material to the Company and its Subsidiaries, taken as a whole, there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Companyor any Company Employee and (ii) except as would not have a Company Material Adverse Effect, there has are no, and since January 1, 2019 there have been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsno, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation Actions with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) pending before any applicable to employees Governmental Authority responsible for the prevention of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no unlawful employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretopractices.
Appears in 2 contracts
Samples: Rights Agreement (RR Donnelley & Sons Co), Agreement and Plan of Merger (RR Donnelley & Sons Co)
Labor Matters. (a) Except as set forth Neither the Corporation nor the Subsidiary is engaged in Section 3.21(a) of any unfair labor practice; except for matters which would not, individually or in the Disclosure Scheduleaggregate, be reasonably expected to have a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesCorporation's knowledge, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint threatened against the Company Corporation or any of its Subsidiaries pending the Subsidiary before the Equal Employment Opportunity Commission, the National Labor Relations Board, and no grievance or any other government agency arbitration proceeding arising out of or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any under collective bargaining agreement and there agreements is no labor strike, slowdown or stoppage actually pending or, to the knowledge of Corporation’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the CompanyCorporation’s knowledge, threatened against the Corporation or affecting the Company or any of its Subsidiaries; Subsidiary and (ivC) neither the Company nor any of its Subsidiaries has received notice that any no union representation petition respecting dispute currently existing concerning the employees of the Company Corporation or any of its Subsidiaries has been filed with the National Labor Relations Board, and, Subsidiary; (ii) to the knowledge Corporation's knowledge, no union organizing activities are currently taking place concerning the employees of the Company, Corporation or the Subsidiary; and (iii) there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf violation of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, provincial, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN Act"), or the WARN Act’s state, provincial, foreign or local agency responsible for equivalent, or any provision of the enforcement Employee Retirement Income Security Act of labor 1974 ("ERISA"), or employment laws intends the rules and regulations promulgated thereunder concerning the employees of the Corporation or the Subsidiary; the Corporation and the Subsidiary are in compliance with all presently applicable provisions of ERISA, except where such non-compliance would not be reasonably expected to conduct an investigation result in a Material Adverse Effect; no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) to which the Corporation or relating the Subsidiary contributes or which the Corporation or the Subsidiary maintains; the Corporation and the Subsidiary has not incurred and does not expect to the Company incur liability under (x) Title IV of ERISA with respect to termination of, or withdrawal from, any of its Subsidiaries and no such investigation is in progress; "pension plan" or (viiy) there are no personnel arrangements, understandings, policies, rules Sections 412 or procedures (whether written or oral) applicable to employees 4971 of the Company Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and each "pension plan" for which the Corporation or the Subsidiary would have any of its Subsidiaries other than those set forth in liability that is intended to be qualified under Section 3.21(a401(a) of the Disclosure ScheduleCode is so qualified and nothing has occurred, truewhether by action or by failure to act, correct and complete copies which would cause the loss of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretosuch qualification.
Appears in 2 contracts
Samples: Agency Agreement (Gryphon Gold Corp), Agency Agreement (Gryphon Gold Corp)
Labor Matters. (a) Except as to the extent set forth in Section 3.21(a) 3.22 of the Company Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown slowdown, stoppage or stoppage lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and during the past three years there has not been any such action; (ii) to the knowledge of the Company, there is no union claims to represent the employees of the Company or any of its Subsidiaries; (iviii) neither the Company nor any of its Subsidiaries has received notice that is a party to or bound by any representation petition respecting collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association; (iv) none of the employees of the Company or any of its Subsidiaries has been filed with is represented by any labor organization and the National Labor Relations Board, and, to the Company does not have any knowledge of any current union organizing activities among the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining unitsSubsidiaries, nor does any question concerning representation exist concerning such employees; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no written personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries Subsidiaries, other than those set forth in Section 3.21(a) 3.22 of the Company Disclosure Schedule, true, true and correct and complete copies of which have heretofore been delivered to Parent; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state agency; and (viiivii) there are is no grievance arising out of any collective bargaining agreement or other grievance procedure. Within the last five years, neither the Company nor any of its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") affecting any site of employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or one or more facilities or operating units within any other agreements (whether written site of employment or oral) with any employees facility of the Company or any Subsidiary theretoof its Subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries. Except as set forth in Section 3.22 of the Company Disclosure Schedule, none of the Company's or its Subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) within the period 90 days prior to date of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alamosa Holdings Inc), Agreement and Plan of Merger (Airgate PCS Inc /De/)
Labor Matters. (a) Except as set forth in Section 3.21(a) The Company has previously made available to Parent correct and complete copies of the Disclosure Scheduleall labor and collective bargaining agreements, (i) the Company and its Subsidiaries are in compliance Contracts or other agreements or understandings with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge a labor union or complaint against labor organization to which the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionis party or by which any of them are otherwise bound (collectively, the National “Company Labor Relations BoardAgreements”). To the Knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made involving employees of the Company or any other government agency of its Subsidiaries. Except as would not, individually or court or other tribunal regarding an unlawful employment practice; in the aggregate, be material to the Company and its Subsidiaries, taken as a whole: (iiii) neither the Company nor any of its Subsidiaries is a party the subject of any Action that asserts that the Company or any of its Subsidiaries has committed an unfair labor practice or that seeks to compel it to bargain with any collective bargaining agreement and labor union or labor organization, nor is there is no labor strike, slowdown or stoppage actually pending or, to the knowledge Knowledge of the Company, threatened against threatened, nor has there been for the past five years, any labor strike, dispute, walk-out, work stoppage, slow-down or affecting lockout involving the Company or any of its Subsidiaries; , (ii) the consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements, (iii) the Company and each of its Subsidiaries is in compliance in all respects with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity Laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, immigration and wages and hours, (iv) neither the Company nor any of its Subsidiaries is delinquent in any payments (other than isolated de minimus amounts) to any of their respective employees or former employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for the Company or any of its Subsidiaries, (v) neither the Company nor any of its Subsidiaries has received notice 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 any representation petition respecting the employees of remains unsatisfied and (vi) no individual who has performed services for the Company or any of its Subsidiaries has been filed improperly excluded from participation in any Benefit Plan, and neither the Company nor any of its Subsidiaries has any direct or indirect 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. As of the National Labor Relations Board, anddate hereof, to the knowledge Knowledge of the Company, there no current executive has been no labor union prior to the date hereof organizing any employees given notice of termination of employment with the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoSubsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cintas Corp), Agreement and Plan of Merger (G&k Services Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.26 of the Company Disclosure Schedule, (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been any such action, (b) to the knowledge of the Company, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the employees of the Company or any of its subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its Subsidiaries subsidiaries are in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practice; applicable Law, except where any failure to be in compliance would not reasonably be expected, either individually or in the aggregate, to have a Company Material Adverse Effect, (iiif) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened unfair labor practice charge or complaint against the Company or any of its subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement, (h) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (i) to the knowledge of the Company, neither the Company nor any of its subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its subsidiaries and no such investigation is in progress and (j) there are no material complaints, lawsuits or other proceedings pending or to the knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment; (vi) , any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no federal, state, executive officer or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees other key employee of the Company or any of its Subsidiaries other than those set forth subsidiaries is subject to any noncompete, nonsolicitation, employment, consulting or similar agreement relating to, affecting or in Section 3.21(a) conflict with the present or proposed business activities of the Disclosure ScheduleCompany and its subsidiaries, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality except agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of between the Company or any Subsidiary theretosubsidiary of the Company and its present and former officers and employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Datastream Systems Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither Neither the Company nor any of its Subsidiaries has received written notice is the subject of any charge pending or, to the Knowledge of the Company, threatened Action asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or complaint against comparable Applicable Law) or other violation of Applicable Law concerning labor or employment, except as would not reasonably be expected to have a Company Material Adverse Effect, or seeking to compel the Company or any of its Subsidiaries to bargain with or otherwise recognize any labor organization or other employee representative, or otherwise concerning any current or former employee or independent contractor of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries are party or otherwise subject to any Collective Bargaining Agreement or subject to any material bargaining order, injunction or other Order relating to the Company’s or any of its Subsidiaries’ relationship or dealings with its employees, any labor organization or any other employee representative, and no employee of the Company or any of its Subsidiaries is represented by a labor organization or any other employee representative. There is no strike, picketing, slowdown, lockout, stoppage or other job Action or labor dispute involving the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge Knowledge of the Company, threatened against and there has been no such Actions or affecting disputes in the Company or past five years. To the Knowledge of the Company, in the past five years, there has not been any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the attempt by employees of the Company or any of its Subsidiaries has been filed or any labor organization or other employee representative to organize, represent or certify a collective bargaining unit or to engage in any other union organization activity with the National Labor Relations Board, and, respect to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees workforce of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge Subsidiaries. The employment of the Company, threatened by or on behalf of any present or former each employee of the Company or any of its Subsidiaries alleging breach of is terminable at will by the relevant Company entity without any express penalty, liability or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to severance obligations. Neither the Company or nor any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company required by Applicable Law or any Collective Bargaining Agreement to provide any notice to, consult with, or obtain the consent of its Subsidiaries any labor organization or other than those set forth employee representative in Section 3.21(a) connection with the execution of this Agreement or the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Atmi Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) Neither PEC nor any of its Subsidiaries is a party to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or complaint pending nor, to the Company knowledge of the executive officers of PEC, threatened, with regard to employees of PEC or any Subsidiary; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect, or, to the knowledge of the executive officers of PEC, threatened against PEC or any of its Subsidiaries; (iv) as of the date hereof, no representation question exists, nor to the knowledge of the executive officers of PEC are there any campaigns being conducted to solicit cards from the employees of PEC or any Subsidiary of PEC to authorize representation by any labor organization; (v) neither PEC nor any Subsidiary of PEC is a party to, or is otherwise bound by, any consent decree with any governmental authority relating to employees or employment practices of PEC or any Subsidiary of PEC; (vi) neither PEC nor any of its Subsidiaries has incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such Act; (vii) PEC and each Subsidiary of PEC are in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, except where the failure to be in compliance with each such agreement, contract and policy would not, either singly or in the aggregate, have a Material Adverse Effect on PEC; (viii) there is no complaint, lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship against PEC or any of its Subsidiaries pending, or, to the knowledge of PEC or any of its Subsidiaries, threatened, that has, or would have, a Material Adverse Effect on PEC; (ix) PEC and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, except for non-compliance that does not have, and wages would not have, a Material Adverse Effect on PEC; and hours; (iix) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strikeproceeding, slowdown claim, suit, action or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings governmental investigation pending, or to the knowledge of the CompanyPEC or any of its Subsidiaries, threatened by or on behalf of threatened, in respect to which any present current or former director, officer, employee or agent of the Company PEC or any of its Subsidiaries alleging breach of any express is or implied contract of employment; (vi) may be entitled to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company claim indemnification from PEC or any of its Subsidiaries and no such investigation is (A) pursuant to their respective charters or bylaws (B) as provided in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable any indemnification agreement to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company PEC or any Subsidiary theretoof PEC is a party; or (C) pursuant to applicable law that has, or would have, a Material Adverse Effect on PEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Energy Inc), Agreement and Plan of Merger (Uti Energy Corp)
Labor Matters. (a) Schedule 2.15 sets forth a list of all employees of the Companies, respectively, and includes their position, current salary, and 1998 wage information for each person. Except as set forth in Section 3.21(a) on Schedule 2.15 and except as are not material to the business of each of the Disclosure Schedule, Companies: (i) to the Company knowledge of the Companies and its Subsidiaries the Shareholders, which for purposes of this Section 2.15 shall include knowledge of facts and circumstances that would lead a reasonably prudent person to investigate a particular matter, the Companies are and have at all times been in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours, including without limitation any such laws respecting employment discrimination and occupational safety and health requirements, and have not and are not engaged in any unfair labor practice; (ii) neither the Company nor there is no unfair labor practice complaint against any of its Subsidiaries has received written notice of any charge or complaint against the Company Companies or any of its Subsidiaries the Shareholders pending or, to the knowledge of any of the Companies or any of the Shareholders, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other comparable government agency or court or other tribunal regarding an unlawful employment practiceauthority; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of any of the CompanyCompanies or any of the Shareholders, threatened against or affecting the Company or directly involving any of its Subsidiariesthe Companies; (iv) neither the Company nor no collective bargaining agreement is binding and in force against any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company Companies or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge Shareholders or currently being negotiated by any of the CompanyCompanies or by any of the Shareholders; (v) none of the Companies is delinquent in payments to any person for any wages, there has been no labor union salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them or amounts required to be reimbursed to such persons, including without limitation any amounts due under any pension plan, welfare plan or compensation plan; and (vi) within the twelve (12) month period prior to the date hereof organizing there has not been any employees expression of intention to any of the Company Shareholders by any officer or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or key employee to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of terminate such employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 1 contract
Labor Matters. (aSchedule 3.1(h) sets forth a complete and correct list of unions which presently represent any employees of the Company or any Company Subsidiary and a complete list of all labor union and collective bargaining agreements to which the Company or a Company Subsidiary is a party or is subject. Except as set forth on Schedule 3.1(h) and except for such matters as would not, in Section 3.21(a) of the Disclosure Scheduleaggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its the Company Subsidiaries are in compliance with all applicable laws laws, agreements, contracts and policies respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours; , and are not engaged in any unfair labor practices, (ii) neither the Company nor any of its Subsidiaries has received written notice of any there is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending, and, to the best knowledge of its Subsidiaries pending the Company after reasonable inquiry, no such action is threatened before the Equal Employment Opportunity Commissionany regulatory or judicial body, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no no, and during the past three years there has been no, labor strike, slowdown slowdown, stoppage, lockout or stoppage actually pending orother material labor controversy in effect with respect to, and, to the knowledge of the CompanyCompany after reasonable inquiry, no such action is threatened against or affecting against, the Company or any of its the Company Subsidiaries; , (iv) neither to the knowledge of the Company nor any of its Subsidiaries has received notice that any representation after reasonable inquiry, no certification petition respecting the employees of the Company or any of its the Company Subsidiaries has been filed with the National Labor Relations Board, and, Board and no union is attempting to organize or otherwise become the knowledge of the Company, there has been no labor union prior to the date hereof organizing bargaining representative for any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; Company Subsidiary, (v) there are no complaintsneither the Company nor any Company Subsidiary has closed any facility, lawsuitseffectuated any systematic layoffs of employees or implemented any early retirement, arbitrations separation or other proceedings pendingwindow program within the last three years, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of nor has the Company or any of its Subsidiaries alleging breach of Company Subsidiary planned or announced any express such action or implied contract of employment; program for the future, (vi) the Company and each Company Subsidiary is in compliance with its obligations pursuant to the knowledge of the CompanyWARN Act, no federaland all other notification and bargaining obligations arising under any collective bargaining agreement, state, statute or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries otherwise and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of all payments due from the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.or
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there There is no labor strike, slowdown dispute, slowdown, work stoppage or stoppage actually lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its SubsidiariesSubsidiaries and during the past three years, there has not been any such action; (ivb) neither the Company nor any of its Subsidiaries has received notice that is a party to or bound by any representation petition respecting collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; (c) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and the Company does not have any knowledge of any union organizing activities during the last three years among the employees of the Company or any of its Subsidiaries; (d) to the Company's knowledge, the Company and its Subsidiaries are, and has at all times been filed in compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices, except such as would not be reasonably expected to have a Company Material Adverse Effect; (e) there is no unfair labor practice charge or complaint against the National Labor Relations Board, andCompany or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or, to the knowledge of the Company, any charges or complaints pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (f) there has been is no labor union prior grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending or, to the knowledge of the Company, threatened relating to the Company or any of its Subsidiaries; (g) neither the Company nor any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof organizing of this Agreement or amounts required to be reimbursed to such employees; (h) upon termination of the employment of any of the employees of the Company or any of its Subsidiaries into one after the Closing, neither the Company nor any of its Subsidiaries will be liable to any of its employees for severance pay, except as otherwise required by federal law or more collective bargaining unitsby agreements or policies listed in the Disclosure Statement; (vi) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge employment of each of the Company's or its Subsidiaries' employees is terminable at will without cost to the Company or any of its Subsidiaries except for payments required under the Benefit Plans, threatened by under agreements or on behalf policies listed in the Disclosure Statement and payment of any present accrued salaries or wages and vacation pay; (j) no employee or former employee of the Company or any of its Subsidiaries alleging breach of has any express right to be rehired by the Company or implied contract of employment; (vi) its Subsidiaries prior to the knowledge Company's or its Subsidiaries' hiring a person not previously employed by the Company or its Subsidiaries; and (k) the Company has separately furnished to Watsxx x xrue and complete list of all employees who are employed by the CompanyCompany or any of its Subsidiaries as of October 1, no federal1998, stateand said list correctly reflects their salaries, wages, other compensation (other than benefits under the Benefit Plans), dates of employment and positions. Neither the Company nor any of its Subsidiaries owes any past or local agency responsible present employee any sum in excess of $25,000 individually or $100,000 in the aggregate other than for accrued wages or salaries for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating current payroll period, and amounts payable under Benefit Plans. No employee owes any sum to the Company or any of its Subsidiaries in excess of $25,000, and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to all employees of together do not owe the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) excess of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto$100,000.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(aSchedule 3.1(s) of the Company Disclosure Schedule, Schedule or in the Company SEC Documents: (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other current labor agreement with any labor union or organization, and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any current union representation petition respecting the question involving employees of the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries has been filed with know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees; (ii) there is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure against the National Labor Relations BoardCompany or any of its Subsidiaries pending, andor, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one Subsidiaries, threatened, that, individually or more collective bargaining units; in the aggregate, has had or could reasonably be expected to (vA) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of have a Material Adverse Effect on the Company, threatened (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (iii) there is no complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee employee, any applicant for employment or any classes of the Company or any of its Subsidiaries foregoing alleging breach of any express or implied contract of employment; (vi) to , any Law governing employment or the knowledge of termination thereof or other discriminatory, wrongful or tortious conduct in connection with the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to relationship against the Company or any of its Subsidiaries and no such investigation is pending, or, to the knowledge of the Company or any of its Subsidiaries, threatened, that, individually or in progressthe aggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (viiiv) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company or any of its Subsidiaries, threatened, against or involving the Company 16 20 or any of its Subsidiaries that, individually or in the aggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (v) The Company and each of its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that, individually or in the aggregate, has not had and could not reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; and (vi) There is no personnel arrangementsproceeding, understandingsclaim, policiessuit, rules action or procedures (whether written governmental investigation pending or, to the knowledge of the Company or oral) applicable any of its Subsidiaries, threatened, in respect to employees which any current or former director, officer, employee or agent of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of is or may be entitled to claim indemnification from the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) Company or any other agreements (whether written of its Subsidiaries pursuant to the Articles of Incorporation or oral) with any employees Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, as provided in any indemnification agreement to which the Company or any Subsidiary thereto.of the Company is a party or pursuant to applicable Law that, individually or in the aggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (t)
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a3.04(n) of the PMSI Disclosure Schedule: (i) neither PMSI nor its Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) to the knowledge of PMSI, no union claims to represent the employees of PMSI and its Subsidiaries; (iii) none of the employees of PMSI or its Subsidiaries is represented by any labor organization and PMSI has no knowledge of any current union organizing activities among the employees of PMSI or its Subsidiaries, nor does any question concerning representation exist concerning such employees; neither PMSI nor its Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage, lockout or other labor dispute involving PMSI or its Subsidiaries pending or threatened; (v) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the knowledge of PMSI, threatened against PMSI or its Subsidiaries; (vi) to the knowledge of PMSI, no grievance is threatened against PMSI or its Subsidiaries; (vii) neither PMSI nor its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (viii) there are no written personnel policies, rules or procedures applicable to employees of PMSI or its Subsidiaries, other than those set forth in Section 3.04(n) of the PMSI Disclosure Schedule, true and correct copies of which have heretofore been delivered to Prison Realty, CCA and JJFMSI; (iix) the Company PMSI and its Subsidiaries are are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practiceapplicable law, ordinance or regulation; (iiix) since the enactment of the WARN Act, neither PMSI nor its Subsidiaries has effectuated (A) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of PMSI or its Subsidiaries; or (B) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of any of PMSI or its Subsidiaries, in either case, other than in substantial compliance with the WARN Act; nor has PMSI or its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation; and (xi) neither the Company PMSI nor any of its Subsidiaries is a party to aware that it has any collective bargaining agreement and there is no labor strike, slowdown liability or stoppage actually pending or, to potential liability under the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee nonMulti-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoEmployer Pension Plan Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prison Realty Trust Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.24 of the Company Disclosure Schedule, (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been any such action, (b) to the knowledge of the Company, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the employees of the Company or any of its subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its Subsidiaries are subsidiaries are, and have at all times been, in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, (iif) neither the Company nor any of its Subsidiaries has received written notice of any there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually subsidiaries pending or, to the knowledge of the Company, threatened against before the National Labor Relations Board or affecting any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (h) no charges with respect to or relating to the Company or any of its Subsidiaries; (iv) neither subsidiaries are pending before the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andEqual Employment Opportunity Commission or, to the knowledge of the Company, any other agency responsible for the prevention of unlawful employment practices, (i) there has been is no labor union prior to pending notice of the date hereof organizing any employees of intent received by the Company or any of its Subsidiaries into one subsidiaries from any federal, state, local or more collective bargaining units; foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its subsidiaries and no such investigation is in progress and (vj) there are no complaints, lawsuits, arbitrations lawsuits or other proceedings pending, pending or to the knowledge of the Company, Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment; (vi) to , any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. To the knowledge of the Company, as of the date hereof, no federal, state, executive officer or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees other key employee of the Company or any of its Subsidiaries other than those set forth subsidiaries is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in Section 3.21(a) conflict with the present or proposed business activities of the Disclosure ScheduleCompany and its subsidiaries, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality except agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of between the Company or any Subsidiary theretosubsidiary of the Company and its present and former officers and employees.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wellco Enterprises Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.9 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened against or affecting the Company and its Subsidiaries since inception there has not been any such action; (ii) to the knowledge of the Company, no union claims to represent the employees of the Company; (iii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (iv) none of the employees of the Company are represented by any labor organization and the Company has no knowledge of any current union organizing activities among the employees of the Company, nor does any question concerning representation exist concerning such employees; (v) there are no written personnel policies, rules or procedures applicable to employees of the Company, other than those set forth in Section 3.9 of the Company Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; (vi) the Company is, and has at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safetywages, hours of work, immigration, equal employment opportunity, and wages occupational safety and hourshealth, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (iivii) neither the Company nor any of its Subsidiaries has received written notice of any there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with before the National Labor Relations Board, and, Board or any similar state agency; (viii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company; (ix) to the knowledge of the Company, there has been no labor union prior charges with respect to or relating to the date hereof organizing any employees of Company are pending before the Company Equal Employment Opportunity Commission or any other agency responsible for the prevention of its Subsidiaries into one or more collective bargaining unitsunlawful employment practices; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vix) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (viixi) there are no personnel arrangementscomplaints, understandingscontroversies, policieslawsuits or other proceedings pending or, rules or procedures (whether written or oral) applicable to employees the knowledge of the Company Company, threatened to be brought by any applicant for employment or current or former employees, or classes of the foregoing, alleging breach of any of its Subsidiaries express or implied contract for employment, any law or regulation governing employment or the termination thereof or other than those discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 3.21(a) 3.9 of the Company Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, or confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company Company. The execution of this Agreement and the consummation of the transactions contemplated hereby shall not result in a breach or other violation of any collective bargaining agreement or any Subsidiary thereto.other employment contract or agreement to which the Company is a party. (b) Since the enactment of Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), the Company has not effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.9 of the Company Disclosure Schedule, none of the employees of the Company has suffered an "employment loss" (as defined in the WARN Act) during the ninety day period prior to the execution of this Agreement. Section 3.10
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Zitel Corp)
Labor Matters. (ai) Except as set forth in Section 3.21(a3.1(o) of the Disclosure ScheduleMemorandum, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iiiA) neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement and no employees of the Company or any of its Subsidiaries are represented by any labor organization; (B) within the preceding three years, there is have been no labor strikerepresentation or certification proceedings, slowdown or stoppage actually petitions seeking a representation proceeding, pending or, to the knowledge of the Company, threatened against in writing to be brought or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andBoard or any other labor relations tribunal or authority; and (C) within the preceding three years, to the knowledge of the Company, there has have been no labor union prior organizing activities involving the Company or any of its Subsidiaries with respect to the date hereof organizing any group of employees of the Company or any of its Subsidiaries into one or more collective bargaining units; Subsidiaries. (vii) there There are no complaintsstrikes, lawsuitswork stoppages, slowdowns, lockouts, material arbitrations or material grievances or other proceedings pendingmaterial labor disputes pending or threatened in writing against or involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Company, threatened in writing by or on behalf of any present employee or former employee group of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those Subsidiaries. (iii) Except as set forth in Section 3.21(a3.1(o) of the Disclosure ScheduleMemorandum, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contractscomplaints, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) charges or any other agreements (whether written or oral) with any employees of claims against the Company or any Subsidiary thereto.of its Subsidiaries pending or, to the knowledge of the Company, threatened to be brought or filed with any governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any of its Subsidiaries. (iv) The Company and each of its Subsidiaries is in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN ACT"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except where non compliance would 23
Appears in 1 contract
Labor Matters. (a) Except as set forth disclosed in Section 3.21(a3.1(w) of the Company Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries subsidiaries is party to any collective bargaining agreement, memorandum of understanding, settlement or other labor agreement with any union or labor organization and no union or labor organization has received written notice been recognized by the Company or any of its subsidiaries as an exclusive bargaining representative for employees of the Company or any of its subsidiaries. Except as disclosed in Section 3.1(w) of the Company Disclosure Schedule, to the Company's knowledge, there is no current union representation question involving employees of the Company or any of its subsidiaries, nor does the Company have knowledge of any significant activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in Section 3.1(w) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has made any commitment that would require the application of the terms of any collective bargaining agreements entered into by the Company or any of its subsidiaries to the Trust, to any joint venture of the Trust, or to any subsidiary of the Trust. Except as disclosed in Section 3.1(w) of the Company Disclosure Schedule there is no material labor dispute, strike, picketing or work stoppage, or any lockout, involving employees of the Company or any of its subsidiaries pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries. Except as disclosed in Section 3.1(w) of the Company Disclosure Schedule, (i) there is no grievance, arbitration, unfair labor practice, investigation, employment discrimination or other labor or employment related charge, complaint or claim against the Company or any of its subsidiaries pending before any court, arbitrator, mediator or governmental agency or tribunal, or, to the Company's knowledge, threatened, and (ii) there has been no adjudication by any court, arbitrator, mediator or governmental agency or tribunal that, in the case of either (i) or (ii), has or that would reasonably be expected to have a material adverse effect on the Company or otherwise limit or affect the business operations of the Company. To the knowledge of the Company, none of the Company, any of its subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of the Company or any of its subsidiaries that has not been resolved, and there is no charge or complaint against the Company or any of its Subsidiaries subsidiaries. As of the date of this Agreement, (i) the Company is in compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining worker classification and the payment and withholding of taxes and other sums as required by the appropriate governmental authority and has withheld and paid to the appropriate governmental authority or is holding for payment not yet due to such governmental authority all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (ii) the Company has paid in full to all employees, or adequately accrued for in accordance with GAAP, consistently applied, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (iii) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any governmental authority with respect to any persons currently or formerly employed by the Company; (iv) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices; and (v) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; governmental authority in any jurisdiction in which the Company has employees except in the case of clauses (i), (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsabove, lawsuitswhere the same would not, arbitrations individually or other proceedings pendingin the aggregate, or to the knowledge of have a material adverse effect on the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 1 contract
Labor Matters. Except for events that occur after the date hereof which are disclosed in writing by the Company to ADS, (a) Except as set forth in Section 3.21(a) of there is no labor strike, dispute, slowdown, work stoppage or lockout pending or, to the Disclosure ScheduleCompany's knowledge, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint threatened against the Company or any of its Subsidiaries pending before Subsidiaries, and, during the Equal Employment Opportunity Commissionpast three years, there has not been any such action; (b) except as set forth in the National Labor Relations BoardDisclosure Statement, there are no union claims to represent the employees of the Company or any other government agency or court or other tribunal regarding an unlawful employment practice; of its Subsidiaries, (iiic) except as set forth in the Disclosure Statement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement and there is no with any labor strikeorganization, slowdown or stoppage actually pending or, work rules or practices agreed to the knowledge with any labor organization or employee association applicable to employees of the Company, threatened against or affecting the Company or any of its Subsidiaries; (ivd) neither except as set forth in the Company nor any Disclosure Statement, none of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with are represented by any labor organization, and the National Labor Relations Board, and, to the Company does not have any knowledge of any current union organizing activities among the Companyemployees of the Company or any of its Subsidiaries, there has been no labor union prior nor does any question concerning representation exist with respect to such employees; (e) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof organizing of this Agreement or amounts required to be reimbursed to such employees; (f) except as set forth in the Disclosure Statement, upon termination of the employment of any of the employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsafter the Closing, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of neither the Company or nor any of its Subsidiaries alleging breach will be liable to any of any express or implied contract of employmentits employees for severance pay, except as otherwise required by federal law; (vig) to except as set forth in the knowledge Disclosure Statement, the employment of each of the Company, no federal, state, 's or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating its Subsidiaries' employees is terminable at will without cost to the Company or any of its Subsidiaries except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and no such investigation is in progressEmployee Benefit Plans and payment of accrued salaries or wages and vacation pay; (viih) there the Disclosure Statement contains a true and complete list of all employees who are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of employed by the Company or any of its Subsidiaries as of March 31, 2000, and said list correctly reflects their salaries, wages and other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements compensation (other than standard employee non-disclosure agreements as contemplated by Section 3.21(viibenefits under the Plans, Welfare Plans and Employee Benefit Plans)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc)
Labor Matters. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Except as set forth in Section 3.21(a(i) there are no strikes or lockouts with respect to any employees of the Disclosure ScheduleCompany or any of its Subsidiaries; (ii) no labor organization or group of employees of the Company has made a pending demand for recognition or certification to the Company and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority relating to the Company; (iii) to Seller’s Knowledge, there are no union election campaigns for which a petition, for representation has been filed pending or threatened against the Company or any of its Subsidiaries; (iiv) as of the date hereof, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending against the Company or any of its Subsidiaries (in each case other than individual routine matters not exceeding $250,000 per matter); and (v) there is no slowdown, or work stoppage in effect or, to Seller’s Knowledge, threatened with respect to employees of the Company or any of its Subsidiaries, and (b) the Company and its Subsidiaries are in compliance with all applicable laws Laws respecting (i) employment and employment practices, ; (ii) terms and conditions of employment, health and safety, employment and wages and hours; and (iiiii) neither unfair labor practices. Neither the Company nor any of its Subsidiaries has received written notice have any material liabilities under the Worker Adjustment and Retraining Notification Act of 1998, as amended and the regulations promulgated thereto, and any similar foreign, state or local law, regulation or ordinance (the “WARN Act”) as a result of any charge action taken by the Company (other than at the written direction of Buyer or complaint against as a result of any of the transactions contemplated hereby). Section 3.14 of the Seller Disclosure Letter sets forth a true and complete list of all labor or collective bargaining agreements to which the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party or which pertain to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there Subsidiaries. There are no complaints, lawsuitscharges, arbitrations or other proceedings claims against the Company pending, or to the knowledge of the CompanySeller’s Knowledge, threatened by in writing to be brought or on behalf filed, with any authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any present or former employee of individual by the Company or any of its Subsidiaries alleging breach that would have, individually or in the aggregate, a Company Material Adverse Effect. Subject to transfers of any express or implied contract employees provided for in Section 5.4(a), all but a de minimis number of employment; (vi) the employees of the Company and its Subsidiaries provides services exclusively to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to banners owned by the Company or any of its Subsidiaries (each employee providing such services, a “Full Service Employee”), and no such investigation any employee of the Company or its Subsidiaries that is in progress; (vii) there are no personnel arrangements, understandings, policies, rules not a Full Service Employee provides substantially all of his or procedures (whether written or oral) applicable her services to employees of the banners owned by the Company or any of its Subsidiaries Subsidiaries. It is agreed and understood that no representation or warranty is made in respect of labor matters in any Section of this Agreement other than those set forth in this Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto3.14.
Appears in 1 contract
Labor Matters. (a) Except as set forth in on Section 3.21(a) 3.20 of the Disclosure Company Schedule, as it relates to the Company and its Subsidiaries: (i) as of the date hereof, there is no collective bargaining agreement or relationship covering employees of the Company or any of its Subsidiaries; (ii) there are no pending or, to the Knowledge of the Company, threatened, material labor or employment controversies or disputes, including any Legal Proceeding alleging alleged unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unsafe workplace, unlawful wage or immigration practices, or unlawful tax withholding practices; (iii) there is no strike, slowdown, work stoppage, lockout or other material labor dispute underway, or threatened, and no such labor dispute has occurred within the past three (3) years; (iv) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment affecting labor and employment practices, terms and conditions of employment, health and safetyexcept for instances of noncompliance that would not, and wages and hoursindividually or in the aggregate, result in a Company Material Adverse Effect; (iiv) with respect to the transactions contemplated by this Agreement, all bargaining obligations with any employee representative have been or prior to Closing will be satisfied; and (vi) within the past three (3) years, neither the Company nor any of its Subsidiaries has received written notice implemented any employee layoffs in violation of the Worker Adjustment and Retraining Notification Act of 1988 or any charge or complaint against similar Applicable Laws (collectively, the “WARN Act”), and no such action will be implemented without advance notification to Parent. Except as set forth on Section 3.20 of the Company or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionSchedule, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries party thereto, nor, to the Knowledge of the Company, any other party thereto, is a party to in breach of, or default under, any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the relationship covering employees of the Company or any of its Subsidiaries Subsidiaries, and no event has been filed occurred that with the National Labor Relations Boardnotice or lapse of time or both would constitute such a breach or default thereunder by, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsSubsidiaries, lawsuitsor, arbitrations or other proceedings pending, or to the knowledge Knowledge of the Company, threatened by any other party thereto, or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) would give rise to the knowledge of the Company, no federal, stateright to declare a default or exercise any remedy under, or local agency responsible to accelerate the maturity of, or to cancel, terminate or modify any such collective bargaining contract, except for the enforcement of labor such failures to be in full force and effect and such breaches, defaults or employment laws intends to conduct an investigation with respect to or relating to the events that would not have a Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMaterial Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure ScheduleStatement or for events that occur after the date hereof which are disclosed in writing by the Company to iOwn, (ia) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown dispute, slowdown, work stoppage or stoppage actually lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or and during the past three years, there has not been any of its Subsidiariessuch action; (ivb) neither there are no union claims to represent the employees of the Company, (c) the Company nor is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of its Subsidiaries has received notice that any representation petition respecting the Company; (d) none of the employees of the Company are represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company, nor to the knowledge of the Company does any question concerning representation exist concerning such employees; (e) to the knowledge of the Company, the Company is, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no unfair labor practice charge or any of its Subsidiaries has been filed with complaint against the National Labor Relations Board, andCompany pending or, to the knowledge of the Company, there has been no labor union prior to threatened before the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsNational Labor Relations Board or, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, any charges or complaints, or facts which could give rise to a charge or complaint, pending or threatened by with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or on behalf arbitration proceeding arising out of any present collective bargaining agreement or other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the employees of the Company after the Closing, the Company will not be liable to any of its employees for severance pay; (j) the employment of each of the Company's employees is terminable at will without cost to the Company except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or has any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) right to be rehired by the Company prior to the knowledge of Company's hiring a person not previously employed by the Company; and (1) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company as of October 31, no federal1999, stateand said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or local agency responsible present employee any sum in excess of $50,000 individually or $100,000 in the aggregate other than for accrued wages or salaries for the enforcement of labor current payroll period, and amounts payable under Plans, Welfare Plans or employment laws intends to conduct an investigation with respect to or relating Employee Benefit Plans. No employee owes any sum to the Company or any in excess of its Subsidiaries $50,000, and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to all employees of together do not owe the Company or any in excess of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto$100,000.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.14 of the Company Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown dispute, slowdown, stoppage or stoppage lockout actually pending orpending, or to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and during the past five years there has not been any such action (ii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; , (iii) none of the employees of the Company or any of its Subsidiaries is 17 23 represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company or any of its Subsidiaries within the past five years, nor does any question concerning representation exist concerning such employees, (iv) there are no material written personnel policies, rules or procedures applicable to employees of the Company or any of its Subsidiaries, other than those set forth on Section 3.14 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company and each of its Subsidiaries is in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar laws of any jurisdiction, (vi) there is no unfair labor practice or similar charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vii) there is no grievance arising out of any collective bargaining or similar agreement or other grievance procedure relating to any employee of the Company of any of its Subsidiaries, (viii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, local or local foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; , and (viix) there are no personnel arrangementscomplaints, understandingslawsuits or other proceedings pending or, policiesto the knowledge of the Company, rules threatened in any forum by or procedures on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (whether written b) Since the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), (i) the Company has not effectuated a "plant closing," (as defined in the WARN Act) affecting any site of employment or oralone or more facilities or operating units within any site of employment or facility of the Company, (ii) applicable there has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation, and (iii) none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) during the ninety (90) day period prior to the date of this Agreement. (c) As used in the Section 3.14, the representations made with respect to the Subsidiaries other than those set forth in Minserco, Inc. and Boonville Mining Services, Inc. are made only to the Company's knowledge. Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.3.15
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Merger (Bucyrus International Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) No labor strike, slowdown, stoppage or lockout of the Company's employees is pending, or to the knowledge of the Seller, threatened against the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesduring the past three (3) years there has not been any such action, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company is not party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company, (iii) to the knowledge of the Seller, no employees of the Company are represented by any labor organization with respect to their employment with the Company, nor to the knowledge of the Seller does any of its Subsidiaries question concerning labor representation exist concerning such employees with respect to their employment with the Company and the Seller has received written notice no knowledge of any union organizing activities among such employees with respect to their employment with the Company within the past three (3) years, (iv) the Company is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Laws, (v) no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the CompanySeller, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with before the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company Board or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintssimilar agency, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the CompanySeller, no federalcharges or complaints with respect to or relating to the Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, state, or local agency (vii) the Company has not received within the past three (3) years any written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any and, to the knowledge of its Subsidiaries and the Seller, no such investigation is in progress; , (viiviii) there no written complaints or lawsuits are no personnel arrangementspending or, understandingsto the knowledge of the Seller, policiesthreatened by or on behalf of any class or group of applicants for employment or retention, rules or procedures (whether written present or oral) applicable to former employees or sales associates of the Company or the Seller, alleging breach by the Company of any express or implied contract of its Subsidiaries employment, any Laws governing employment or the termination thereof or other than those discriminatory, wrongful or tortious conduct in connection with the employment relationship, and (ix) except as set forth in Section 3.21(a) on Schedule 3.13(a), no employment contracts or severance agreements exist with any employee of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoCompany.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement agreement, and there is are no labor strike, slowdown or stoppage actually pending or, collective bargaining agreements that pertain to the knowledge any of the Company, threatened against or affecting their employees. No employees of the Company or any of its Subsidiaries; (iv) neither the Company nor Subsidiaries are represented by any labor organization. No labor organization or group of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been 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 Parent, the Seller, the Company or any Subsidiary, threatened to be brought or filed with the National Labor Relations Board, andBoard or other labor relations tribunal. There is no organizing activity involving the Company or any of its Subsidiaries pending or, to the knowledge of the CompanyParent, there has been no the Seller, the Company or any Subsidiary, threatened by any labor union prior to the date hereof organizing any organization or group of employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there Subsidiaries. There are no complaints(x) strikes, lawsuitswork stoppages, slowdowns, lockouts or arbitrations or (y) material grievances or other proceedings pendingmaterial labor disputes pending or, or to the knowledge of the Parent, the Seller, the Company and the Subsidiaries of the Company, threatened by against or on behalf involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Parent, the Seller, the Company or any present Subsidiary, threatened against or former employee of involving the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any group of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries. There are no complaints, charges or claims against the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) pending or, to the knowledge of the Disclosure ScheduleParent, truethe Seller, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) the Company or any other agreements (whether written Subsidiary, threatened to be brought or oral) filed with any governmental body based on, arising out of, in connection with, or otherwise relating to the employment by the Company or any of its Subsidiaries of any individual, including any claim for workers’ compensation. Hours worked by and payments made to employees of the Company and its Subsidiaries have not been in violation of the federal Fair Labor Standards Act or any Subsidiary theretoother law dealing with such matters.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)
Labor Matters. (a) Except as set forth on SCHEDULE 4.1.17, there are (a) not in Section 3.21(a) existence or, to the knowledge of the Disclosure ScheduleCompany, (i) threatened any labor strikes, disputes, slowdowns, lockouts or work stoppages by employees of the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor or any of its Subsidiaries Subsidiaries, and during the past five (5) years there has received written notice not been any such action in existence or, to the knowledge of the Company, threatened, (b) no collective bargaining agreements to which the Company or any Subsidiary is a party, nor any side letter agreement or other writing, or work rules or practices agreed to, with any labor organization or employee association, (c) no grievance or arbitration proceedings arising out of any charge arrangements, formal or complaint informal, to which the Company or any Subsidiary is a party relating to employment policies or (d) no unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other government agency similar state or court foreign agency, (e) no charges with respect to or other tribunal regarding an unlawful employment practice; (iii) neither relating to the Company nor or any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually Subsidiary pending or, to the knowledge of the Company, threatened against or affecting before the Company Equal Employment Opportunity Commission or any other state or foreign agency responsible for the prevention of its Subsidiaries; unlawful employment practices, (ivf) neither the Company nor any no representation of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, Subsidiary by any labor organization and, to the knowledge of the Company, there has been no labor union prior organizing activities among such employees nor, to the date hereof organizing Company's knowledge, any employees of question concerning such representation concerning such employees, (g) no written notices received by the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge Subsidiary of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, local or local foreign agency responsible for the enforcement of any labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no Subsidiary, nor, to the Company's knowledge, is any such investigation is in progress; , (viih) there are no written personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary, except as set forth in employee handbooks, complete and accurate copies of which have been made available to Parent and Newco, nor any representation regarding longevity of employment to any such employee, (i) no instances of noncompliance by the Company or any Subsidiary theretowith any applicable law or regulation respecting employment or employment practices, terms and conditions of employment, wages, hours of work and, to the Company's knowledge, occupational safety and health, except where such noncompliance would not individually or in the aggregate have, or could not reasonably be expected to have, a Material Adverse Effect. Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN ACT"), neither the Company nor any Subsidiary has effectuated or experienced (x) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility used by the Company or any Subsidiary or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility used by the Company or any Subsidiary, nor has the Company or any Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.
Appears in 1 contract
Labor Matters. Neither party nor any of its subsidiaries is a party to or is bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is either party or any of its subsidiaries the subject of a proceeding asserting that the party or any such subsidiary has committed an unfair labor practice (a) Except as set forth in Section 3.21(a) within the meaning of the Disclosure Schedule, (iNational Labor Relations Act) the Company and or seeking to compel either party or any of its Subsidiaries are in compliance subsidiaries to bargain with all applicable laws respecting employment and employment practices, terms and any labor organization as to wages or conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor is there any of its Subsidiaries has received written notice of any charge strike or complaint against the Company other material labor dispute involving either party or any of its Subsidiaries subsidiaries pending before the Equal Employment Opportunity Commissionor, the National Labor Relations Boardto either party's knowledge, threatened, nor to either party's knowledge is there any activity involving its or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is subsidiaries' employees seeking to certify a party to any collective bargaining agreement and there is unit or engaging in other organizational activity. There are no labor strikelegal, slowdown administrative, arbitration or stoppage actually pending other proceedings, demands, claims, notices, audits or investigations (including, without limitation, notices, demand letters or requests for information from any federal, state or local commission, agency or board) instituted, or pending, or, to the knowledge of the Companyparty, threatened against or affecting threatened, relating to the Company liability of it or any of its Subsidiaries; subsidiaries under any Labor and Employment Law. For the purposes of this provision, the term Labor and Employment Law shall mean any federal, state, local, or foreign law, statute, ordinance, executive order, rule, regulation, code, consent, order, judgment, decree, injunction or any agreement with any regulatory authority relating to (i) employment discrimination or affirmative action, (ii) labor relations, (iii) employee compensation or benefits, (iv) neither the Company nor safety and health, (v) wrongful or retaliatory discharge, and/or (vi) any of its Subsidiaries has received notice that any representation petition respecting the employees other aspect of the Company or any employment relationship. Such laws shall include, but not be limited to, Title VII of its Subsidiaries has been filed the Civil Rights Act of 1964 as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Fair Credit Collection Act, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, the Employee Polygraph Protection Act, the Equal Pay Act, the National Labor Relations BoardAct, andthe Older Worker Benefit Protection Act, to the knowledge of Rehabilitation Act, the CompanyVietnam Era Veterans Readjustment Assistance Act, there has been no as well as any and all state fair employment practices laws, any and all state labor union prior to the date hereof organizing relations laws, any employees of the Company and all state wage and hour laws, any and all state wage payment and collection laws, any and all state statutes regarding wrongful or any of its Subsidiaries into one retaliatory discharge, and federal and state common law regarding employment discrimination or more collective bargaining units; (v) there are no complaintsaffirmative action, lawsuitslabor relations, arbitrations employee compensation or other proceedings pendingbenefits, safety and health and/or wrongful or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoretaliatory discharge and/or related tort claims.
Appears in 1 contract
Labor Matters. Except for instances that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (a) Except as set forth in Section 3.21(aneither the Company nor any of its Subsidiaries is party to any collective bargaining agreement or Contract with any labor organization, (b) with respect to its employees, there are not any ongoing or, to the Knowledge of the Disclosure ScheduleCompany and each of its Subsidiaries, threatened union organizational activities, (ic) there are not currently any labor strikes, slowdowns, work stoppages, pickets, lockouts or other material labor disputes with respect to the employees of the Company or any of its Subsidiaries, (d) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment Laws governing or concerning labor relations and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iiie) neither the Company nor any of its Subsidiaries is a party delinquent in payments to any collective bargaining agreement Participants for any wages, salaries, commissions, fees, bonuses, benefits or other compensation that is due for any services performed by them or any amounts required to be paid to any Participant for any post-employment or post-engagement of any type and there is not liable for any arrears of any wages or any taxes or penalties for failure to comply with any of the foregoing, (f) no labor strikeemployee layoff, slowdown facility closure or stoppage actually pending similar reduction in force is currently contemplated, planned or announced, (g) no current employee or independent consultant of the Company has provided notice to the Company or, to the knowledge Knowledge of the Company, threatened against expressed intentions to terminate employment or affecting engagement with the Company, (h) there has not been any Actions relating to, or any act or allegations of or relating to, sex-based discrimination, sexual harassment or sexual misconduct, or breach of any sex-based discrimination, sexual harassment or sexual misconduct policy of the Company or any of its Subsidiaries; (iv) neither relating to the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of foregoing, in each case involving the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present current or former officer, director or employee of the Company or any of its Subsidiaries alleging breach of Subsidiaries, and (i) the Company has not entered into any express settlement agreement or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, similar out-of-court or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or pre-litigation arrangement relating to the Company or any of its Subsidiaries and no such investigation is matters described in progress; clause (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(viih)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lincoln Educational Services Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a3.2(x) of the Company Disclosure Schedule, (i) as of the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) date hereof neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (other than contracts or other agreements or understandings with labor unions or labor organizations in connection with products and there is no labor strike, slowdown or stoppage actually pending or, services offered and sold to the knowledge of the Company, threatened against or affecting the such unions and organizations by Company or any of its Subsidiaries); (ivii) neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has received notice that committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any representation petition respecting labor organization as to wages or conditions of employment, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company; (iii) there are no current or, to the Knowledge of Company, threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Company or any Subsidiary, or labor strike and no such activities have occurred during the past 24 months; (iv) no grievance, arbitration, complaint or investigation relating to labor or employment matters is pending or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries has been filed with which, individually or in the National Labor Relations Boardaggregate, and, would reasonably be expected to the knowledge of the have a Material Adverse Effect on Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsCompany and each Subsidiary is in material compliance with all applicable laws (domestic and foreign), lawsuitsagreements, arbitrations contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, Company has materially complied in all respects with its payment obligations to all employees of Company and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Company policy, practice, agreement, plan, program or any statute or other proceedings pendinglaw, or except to the knowledge of extent that any noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangementsCompany is in material compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 to the extent applicable, understandingsand all other employee notification and bargaining obligations arising under any collective bargaining agreement or statute, policiesexcept to the extent that any noncompliance, rules either individually or procedures (whether written or oral) applicable in the aggregate, would not reasonably be expected to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoa Material Adverse Effect on Company.
Appears in 1 contract
Labor Matters. (a) Except The Company has made available to the Parent a complete and accurate list, as set forth in Section 3.21(a) of the Disclosure Scheduledate of this Agreement, of: (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before (by employer) who earned more than $100,000 in 2013 or who are reasonably expected to earn more than $100,000 in 2014 in salary and bonuses; (ii) all officers and directors of the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practiceCompany and its Subsidiaries; (iii) neither all employment agreements to which the Company or any of its Subsidiaries is bound (excluding for this purpose customary employee offer letters providing for employment at-will entered into in the Ordinary Course of Business); and (iv) the current annual compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each employee, officer, or director listed in clauses (i) or (ii). Each current or past employee of the Company or any of its Subsidiaries has entered into a confidentiality and assignment of inventions agreement with the Company, a copy or form of which has previously been made available to the Parent. All of the agreements referenced in the preceding sentence will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Effective Time in accordance with the terms thereof as in effect immediately prior to the Effective Time. Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement and or understanding with a labor union, trade union, works council or other labor organization. Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union, trade union, works council or other labor organization, nor is there is no pending or, to the knowledge of the Company, threatened, nor has there, since January 1, 2011, been any labor strike, slowdown dispute, walkout, work stoppage, slow-down or stoppage actually lockout involving the Company or any of its Subsidiaries. Since January 1, 2011, none of the Company or any of its Subsidiaries has breached or violated in any material respect any (A) applicable law respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such law respecting employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, or (B) employment agreement; and no claims, controversies, investigations, audits or suits are pending or, to the knowledge of the Company, threatened against in writing, with respect to such laws or affecting the Company agreements, either by private individuals or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the by Governmental Entities. All employees of the Company or any of and its Subsidiaries has been filed with who are employed in the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there United States are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or employed on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee nonat-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretowill basis.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hittite Microwave Corp)
Labor Matters. Except as disclosed in the Filed Company SEC Reports, (a) Except as set forth in Section 3.21(a) none of the Disclosure ScheduleAcquired Corporations has been a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any union or labor organization, and there has not been any activity or proceeding of any labor organization or employee group to organize any such employees; (b) to the Company’s Knowledge, none of the Acquired Corporations is the subject of any Legal Proceeding asserting that any of the Acquired Corporations has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Corporations pending or, to the Company’s Knowledge, threatened; (d) to the Company’s Knowledge, no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Corporations; (e) to the Company’s Knowledge, no grievance is pending or threatened against any of the Acquired Corporations; and (f) none of the Acquired Corporations is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. No labor organization or group of employees of the Acquired Corporations has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. Each of the Acquired Corporations has complied with the Worker Adjustment and Retraining Notification Act and any similar state Law, such as California Labor Code Section 1400, et seq (collectively, the “WARN Act “) and during the 5 years preceding and including the Closing Date none of the Acquired Corporations has effectuated (i) a “plant closing” (as defined in the Company WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the any of the Acquired Corporations; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of the WARN Act. Each of the Acquired Corporations has been and its Subsidiaries are is in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, including, without limitation, wages and hours, labor relations, employment discrimination, disability rights or benefits, equal opportunity, plant closure or mass layoff issues, affirmative action, leaves of absence, occupational health and safety, workers compensation and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge unemployment insurance. None of the Company, threatened against current or affecting former independent contractors of the Company Acquired Corporations was improperly classified as a non-employee and no current or former employees classified as “exempt” from overtime requirements were improperly classified as exempt. None of the Acquired Corporations engage any individual to perform services pursuant to an employee leasing or similar agreement with any outside agency. None of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company Acquired Corporations is or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge employed outside of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened United States by or on behalf of any present or former employee of the Acquired Corporations. Part 3.20 of the Company or any Disclosure Schedule lists each Employment Loss with annual compensation in excess of its Subsidiaries alleging breach of any express or implied contract of employment; $50,000, occurring during the preceding 90 days (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to and will be updated by the Company to reflect such Employment Losses occurring during the 90 days preceding the Closing Date) and sets forth the name of each Person suffering such an employment loss and the location at which he or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoshe worked.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Henry Bros. Electronics, Inc.)
Labor Matters. (a) Except as set forth in Section 3.21(a3.5(n) of the JJFMSI Disclosure Schedule: (i) neither JJFMSI nor its Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) to the knowledge of JJFMSI, no union claims to represent the employees of JJFMSI and its Subsidiaries; (iii) none of the employees of JJFMSI or its Subsidiaries is represented by any labor organization and JJFMSI has no knowledge of any current union organizing activities among the employees of JJFMSI or its Subsidiaries, nor does any question concerning representation exist concerning such employees; neither JJFMSI nor its Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage, lockout or other labor dispute involving JJFMSI or its Subsidiaries pending or threatened; (v) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the knowledge of JJFMSI, threatened against JJFMSI or its Subsidiaries; (vi) to the knowledge of JJFMSI, no grievance is threatened against JJFMSI or its Subsidiaries; (vii) neither JJFMSI nor its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (viii) there are no written personnel policies, rules or procedures applicable to employees of JJFMSI or its Subsidiaries, other than those set forth in Section 3.05(n) of the JJFMSI Disclosure Schedule, true and correct copies of which have heretofore been delivered to Prison Realty, CCA and PMSI; (iix) the Company JJFMSI and its Subsidiaries are are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practiceapplicable law, ordinance or regulation; (iiix) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.since the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prison Realty Trust Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company Neither Target nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (other than contracts or other agreements or understandings with labor unions or labor organizations in connection with products and services offered and sold to such unions and organizations by Target or its Subsidiaries); (ii) neither Target nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iii) there are no current or threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Target or any Subsidiary, or labor strike and no such activities have occurred during the past 24 months; (iv) no grievance, arbitration, complaint or investigation is no labor strike, slowdown or stoppage actually pending or, to the knowledge Knowledge of the CompanyTarget, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company Target or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Target; (v) Target and each Subsidiary is in compliance with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect with respect to Target; (vi) Target has been filed complied in all material respects with its payment obligations to all employees of Target and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Target policy, practice, agreement, plan, program or any statute or other law; (vii) Target is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of Target, nor will Target have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the National Labor Relations Board, and, to the knowledge transactions contemplated hereunder or as a result of the Company, there has been no labor union prior to the date hereof organizing termination by Target of any employees of the Company Persons employed by Target or any of its Subsidiaries into one on or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or prior to the knowledge Effective Time of the Company, threatened Merger except as required by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Code Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent4980B; and (viii) there are no employment contractsTarget is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") and part 6 and 7 of Title I of ERISA, severance agreementsto the extent applicable, confidentiality agreements (and all other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) notification and bargaining obligations arising under any collective bargaining agreement or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretostatute.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) 4.21 of ------------- the Company Disclosure Schedule, (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been any such action, (b) no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the employees of the Company or any of its subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its Subsidiaries are subsidiaries are, and have at all times been, in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (iif) neither the Company nor any of its Subsidiaries has not received written notice and has no knowledge of any unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or threatened before the National Labor Relations Board or any similar state or foreign agency, (g) the Company has not received notice and has no knowledge of any grievance arising out of any collective bargaining agreement or other grievance procedure, (h) the Company has not received notice and has no knowledge of any charges with respect to or relating to the Company or any of its subsidiaries that are pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, Commission or any other government agency or court or other tribunal regarding an responsible for the prevention of unlawful employment practice; practices, (iiii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge subsidiaries has received notice of the Companyintent of any federal, threatened against state, local or affecting foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, subsidiaries and, to the Company's knowledge, no such investigation is in progress and (j) the Company has not received notice and has no knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations lawsuits or other proceedings pending, that are pending or to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment; (vi) , any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 4.21 of the Company Disclosure Schedule, to the knowledge of the Company, as of the date hereof, no federal, state, executive officer or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees other key employee of the Company or any of its Subsidiaries other than those set forth subsidiaries is subject to any noncompete, nonsoliciation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in Section 3.21(a) conflict with the present or proposed business activities of the Disclosure ScheduleCompany and its subsidiaries, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality except agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of between the Company or any Subsidiary theretosubsidiary of the Company and its present and former officers and employees.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FLD Acquisition Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of Neither the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company Corporation nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement with a labor union respecting the employees of the Corporation or any of its Subsidiaries. No labor union or Corporation Service Provider has made a pending demand for recognition or certification of a bargaining representative of any such employees in respect of their employment with the Corporation and its Subsidiaries, and there is are no labor strike, slowdown representation or stoppage actually certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Corporation’s knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations Governmental Authority with respect to representation of any such employees in respect of their employment with the Corporation and its Subsidiaries. Since January 1, 2021, there have been no organizing activities, union election activity or attempts to bargain collectively relating to any employees of the CompanyCorporation and its Subsidiaries in respect of their employment with the Corporation and its Subsidiaries. Since January 1, 2021, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters) or other material labor disputes pending or, to the Corporation’s knowledge, threatened against or affecting the Company Corporation or any of its Subsidiaries; (iv) neither . Neither the Company Corporation nor any of its Subsidiaries has received notice that entered into any representation petition respecting the employees of the Company agreement, arrangement or any of its Subsidiaries has been filed with the National Labor Relations Boardunderstanding, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to , with any labor union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as transactions contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretothis Agreement.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) 2.17 of the Disclosure Schedule, : (i) the Company and each of its Subsidiaries has paid and performed all obligations that are currently due with respect to its employees, independent sales representatives, consultants, agents, independent contractors, sub-contractors, officers and directors, including, without limitation, all wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits, xxxxxxx'x compensation payments and other compensation for all services performed by such Persons and all amounts required to be paid or reimbursed to such Persons as of the date hereof; (ii) the Company and each of its Subsidiaries is in compliance compliance, in all material respects, with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours; (iiiii) there is no pending, or to the Knowledge of Seller, threatened, charge, complaint, allegation, application or other process against the Company or any of its Subsidiaries before the National Labor Relations Board or any comparable Governmental or Regulatory Authority; (iv) there is no labor strike, dispute, slowdown or work stoppage or other job action pending, or to the Knowledge of Seller, threatened against or otherwise affecting or involving the Company or any of its Subsidiaries or their respective employees; (v) no employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize any of the employees of the Company or any Subsidiary for collective bargaining purposes; (vi) to the Knowledge of Seller, neither the Company nor any of its Subsidiaries has received written notice hired any illegal aliens as employees; and (vii) there are no race, age, sex or other discrimination complaints pending, or, to the Knowledge of any charge or complaint Seller, threatened against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionSubsidiaries. All liability for any current or future xxxxxxx'x compensation payments due to employees, the National Labor Relations Board, contractors or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any consultants of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) Subsidiary as the result of any occurrence that has taken place or takes place prior to the Closing Date is either covered by insurance the proceeds of which are payable to the Company or one of its Subsidiaries or has been assumed by Seller and/or Parent, and neither the Company nor any of its Subsidiaries has received notice that or will have any representation petition respecting the employees of the Company or liability for any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements payments (other than standard employee non-disclosure agreements to the extent that such liability is a current liability included in the calculation of Net Working Capital as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoClosing Date).
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Graphics Technologies Inc)
Labor Matters. (a) Each of the Company and each Subsidiary has good relationships with its employees and has not had and does not expect any substantial labor problems. Neither the Company nor any Subsidiary has any knowledge as to any intentions of any key employee or any group of employees to leave the employ of the Company or any Subsidiary. Except as set forth in Section 3.21(a) of the Disclosure Schedule, on Exhibit B hereto: (i) the employees of the Company and its Subsidiaries each Subsidiary are in compliance with all applicable laws respecting employment not and employment practices, terms and conditions of employment, health and safetyhave never been represented by any labor union, and wages no collective bargaining agreement is binding and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint in force against the Company or any of its Subsidiaries pending before Subsidiary or currently being negotiated by the Equal Employment Opportunity Commission, the National Labor Relations Board, Company or any other government agency Subsidiary; (ii) there are no pending or court threatened representation campaigns, elections or other tribunal regarding an unlawful employment practiceproceedings or questions concerning union representation involving any employees of the Company or any Subsidiary; (iii) neither the Company nor any of its Subsidiaries is a party to Subsidiary has any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against any activities or affecting efforts of any labor union or organization (or representatives thereof) to organize any employees of the Company or any Subsidiary, nor of its Subsidiariesany demands for recognition or collective bargaining, nor of any strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any employees of the Company or any Subsidiary or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the 24-month period preceding the date hereof; (iv) neither the Company nor any of its Subsidiaries Subsidiary has received notice that engaged in, admitted committing or been held in any representation petition respecting the employees of the Company administrative or judicial proceeding to have committed any of its Subsidiaries has been filed with unfair labor practice under the National Labor Relations BoardAct, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining unitsas amended; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of neither the Company nor any Subsidiary is involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of its Subsidiaries alleging breach of material importance with any express labor union or implied contract of employmentorganization; and (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangementscontroversies, understandingsclaims, policiesdemands or grievances of material importance pending or, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements so far as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretois aware, threatened, between the Company or any Subsidiary and any of their respective employees or any actual or claimed representative thereof.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure ScheduleStatement or for events that occur after the date hereof which are disclosed in writing by the Company to Watsxx, (ix) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown dispute, slowdown, work stoppage or stoppage actually lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or and during the past three years, there has not been any of its Subsidiariessuch action; (ivb) neither there are no union claims to represent the employees of the Company, (c) the Company nor is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of its Subsidiaries has received notice that any representation petition respecting the Company; (d) none of the employees of the Company are represented by any labor organization and the Company does not have any knowledge of any current 29 30 union organizing activities among the employees of the Company, nor to the knowledge of the Company does any question concerning representation exist concerning such employees; (e) to the knowledge of the Company, the Company is, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no unfair labor practice charge or any of its Subsidiaries has been filed with complaint against the National Labor Relations Board, andCompany pending or, to the knowledge of the Company, there has been no labor union prior to threatened before the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaintsNational Labor Relations Board or, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, any charges or complaints, or facts which could give rise to a charge or complaint, pending or threatened by with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or on behalf arbitration proceeding arising out of any present collective bargaining agreement or other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the employees of the Company after the Closing, the Company will not be liable to any of its employees for severance pay; (j) the employment of each of the Company's employees is terminable at will without cost to the Company except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or has any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) right to be rehired by the Company prior to the knowledge of Company's hiring a person not previously employed by the Company; and (l) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company as of June 30, no federal1996, stateand said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or local agency responsible present employee any sum in excess of $50,000 individually or $100,000 in the aggregate other than for accrued wages or salaries for the enforcement of labor current payroll period, and amounts payable under Plans, Welfare Plans or employment laws intends to conduct an investigation with respect to or relating Employee Benefit Plans. No employee owes any sum to the Company or any in excess of its Subsidiaries $50,000, and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to all employees of together do not owe the Company or any in excess of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto$100,000.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with a labor union or labor organization covering any employees of the Company or any of its Subsidiaries ("COMPANY Employees"). Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) Except as set forth there are no strikes, lockouts, work stoppages or slowdowns involving any Company Employees that are pending or threatened in Section 3.21(awriting; (b) there is no pending demand for recognition or certification for representative status with respect to any Company Employees and there are no representation or certification proceedings presently pending or threatened in writing to be brought before the National Labor Relations Board or any other labor relations tribunal or authority; (c) there is no unfair labor practice or labor arbitration proceeding pending or threatened in writing against the Company or any of the Disclosure Schedule, its Subsidiaries; and (id) the Company and its Subsidiaries are in compliance with all applicable laws Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment, wages and hours, employment of minors, employment discrimination, health and safety, withholding and wages insurance, and hours; (iiiii) neither unfair labor practices. Neither the Company nor any of its Subsidiaries has received written notice any liabilities or obligations under the Worker Adjustment and Retraining Notification Act of 1988, including the regulations promulgated thereto ("WARN") or any similar state, local or foreign law as a result of any charge or complaint against action taken by the Company or any of its Subsidiaries pending before (other than at the Equal Employment Opportunity Commissionwritten direction of Parent), that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. During the 90-day period immediately prior to the Closing, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any and each of its Subsidiaries is a party to will be in compliance with WARN and any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, similar state, local or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoforeign Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CVC European Equity IV (AB) LTD)
Labor Matters. Except to the extent imposed or implied by applicable foreign Law, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with a labor union or labor organization covering any employees of the Company or any of its Subsidiaries (“Company Employees”). Except for such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) Except as set forth there are no strikes, lockouts, work stoppages or slowdowns involving any Company Employees that are pending or threatened in Section 3.21(awriting; (b) there is no pending demand for recognition or certification for representative status with respect to any Company Employees and there are no representation or certification proceedings presently pending or threatened in writing to be brought before the National Labor Relations Board or any other labor relations tribunal or authority; (c) there is no unfair labor practice or labor arbitration proceeding pending or threatened in writing against the Company or any of the Disclosure Schedule, its Subsidiaries; and (id) the Company and its Subsidiaries are in compliance with all applicable laws Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment, wages and hours, employment of minors, employment discrimination, health and safety, withholding and wages insurance, and hours; (iiiii) neither unfair labor practices. Neither the Company nor any of its Subsidiaries has received written notice any liabilities or obligations under the Worker Adjustment and Retraining Notification Act of 1988, including the regulations promulgated thereto (“WARN”) or any similar state, local or foreign law as a result of any charge or complaint against action taken by the Company or any of its Subsidiaries pending before (other than at the Equal Employment Opportunity Commissionwritten direction of Parent), that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. During the 90-day period immediately prior to the Closing, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any and each of its Subsidiaries is a party to will be in compliance with WARN and any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, similar state, local or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoforeign Law.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Scheduleeither Exhibit A-3 or in Schedule 15A, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations legal actions, whether judicial or administrative, or other proceedings pendingcontroversies either active, or pending or, to the knowledge of CPPI, threatened, between CPPI and any of the Companyemployees of the Business relating to their employment or separation from their employment which would materially and adversely affect the value and operation of the Business; (ii) there are no grievances or demands for arbitration or pending arbitration cases outstanding against the Business, threatened of which CPPI has received notice, under any such agreement or contract; (iii) there are no unfair labor practice complaints or petitions for election pending against the Business before the National Labor Relations Board or any other federal or state commission or agency, of which CPPI has received notice; (iv) CPPI has no knowledge of any strikes, picketing or threats to picket, slowdowns, work stoppages, lockouts, or threats thereof, by or on behalf with respect to any employees of the Business; (v) CPPI is not subject to any present written or, to the best knowledge of CPPI, oral obligation, nor is it party to any written or, to the best knowledge of CPPI, oral agreement regarding employees, that requires the Buyer to hire or former retain any employee of the Company Business, whether covered by a collective bargaining agreement or not, or restrict the Buyer from relocating, consolidating, merging or closing, in whole or in part any of its Subsidiaries alleging breach of any express or implied contract of employmentthe Business, except as otherwise provided herein and subject to applicable law; (vi) CPPI is not subject to the knowledge any order, consent order or decree of the Companywhich it has received notice or judgment, no federalsettlement, statecommitment or agreement with respect to remedying unfair labor practices, employment discrimination matters or cases, OSHA violations or deficiencies or violation or alleged violation of any labor, employment or benefits laws, or local agency responsible for the enforcement of any labor or employment laws intends to conduct an investigation with respect to contracts or relating to agreements. The Business is not in default of any collective bargaining agreement or labor contract or term or provision of any collective bargaining agreement or contract and has not violated any laws, regulations, orders or contract terms, affecting the Company collective bargaining rights of employees, equal employment opportunity or any of its Subsidiaries employee's health, safety, welfare or wages and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretohours.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Claridge Hotel & Casino Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.16.1. As of the date of this Agreement, Objet Disclosure Schedule, (i) the Company Schedule 3.16 sets forth a true and its Subsidiaries are in compliance with complete list of all collective bargaining or other labor union contracts applicable laws respecting employment and employment practices, terms and conditions to any employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Objet or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, Objet Subsidiaries. No labor organization or group of employees of Objet or any other government agency Objet Subsidiary has made a pending demand for recognition or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement certification, and there is are no labor strike, slowdown representation or stoppage actually certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge Knowledge of the CompanyObjet, threatened against to be brought or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed filed, with the National Labor Relations BoardBoard or any other labor relations tribunal or authority. There are no organizing activities, andstrikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the knowledge Knowledge of Objet, threatened against or involving Objet or any Objet Subsidiary. None of Objet or any of the Company, there Objet Subsidiaries has been no breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union prior Contract applicable to the date hereof organizing any employees of the Company Objet or any of its Subsidiaries into one the Objet Subsidiaries, except for any breaches, failures to comply or more disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have an Objet Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of Objet, threatened that individually or in the aggregate, has had or would reasonably be expected to have an Objet Material Adverse Effect. Objet has made available to Stratasys true and complete copies of all collective bargaining units; agreements and other labor union contracts (vincluding all amendments thereto) there are no complaintsapplicable to any employees of Objet or any Objet Subsidiary (the “Objet CBAs”). No Objet CBA would prevent, lawsuits, arbitrations restrict or materially impede the consummation of the Merger or other proceedings pending, transactions contemplated by this Agreement or to the knowledge of the Company, threatened by or on behalf implementation of any present layoff, redundancy, severance or former employee of similar program; provided that any duty to bargain imposed by applicable law concerning any layoff, redundancy, severance or similar program or the Company effect(s) thereof shall not be deemed to “prevent, restrict or any of its Subsidiaries alleging breach materially impede the implementation of any express layoff, redundancy, severance or implied contract similar program” for purposes of employment; this Agreement. Except as otherwise set forth in the Objet CBAs, neither Objet nor any Objet Subsidiary (via) to the knowledge of the Companyhas entered into any agreement, no federalarrangement or understanding, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to , with any union or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Company Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)them) or (b) has any other agreements (express commitment, whether written legally enforceable or oral) with not, to, or not to, modify, change or terminate any employees of the Company or any Subsidiary theretoObjet Benefit Plan.
Appears in 1 contract
Labor Matters. (a) Section 2.13 of the Company Disclosure Schedule sets forth a list of each collective bargaining agreement or other contract or agreement with any labor organization or other representative of employees to which the Company or any of its subsidiaries is party or which is being negotiated. Such list sets forth the factory, plant or other location and the labor organization or other employee representative involved and the approximate number of employees covered by such contact or agreement. Except as specifically set forth in Section 3.21(a) 2.13 of the Company Disclosure ScheduleSchedule:(i) there is no unfair labor practice charge or complaint pending or, (i) to the knowledge of the Company, threatened with regard to employees of the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor or any of its Subsidiaries has received written notice subsidiaries;(ii) there is no labor strike, slowdown, work stoppage, lockout, dispute or other similar labor controversy in effect, or otherwise affecting, or, to the knowledge of any charge or complaint the Company, threatened against the Company or any of its Subsidiaries pending before subsidiaries, and neither the Equal Employment Opportunity Commission, Company nor any subsidiary of the National Labor Relations Board, Company has experienced any such labor controversy within the past three years;(iii) no representation question exists or has been raised respecting employees of the Company or any other government agency of its subsidiaries within the past three years, nor to the knowledge of the Company are there any campaigns being conducted to solicit cards from the employees of the Company or court or other tribunal regarding an unlawful employment practice; (iiiany subsidiary of the Company to authorize representation by any labor organization;(iv) neither the Company nor any subsidiary of the Company is party to, or is otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices of the Company or any subsidiary of the Company;(v) the Company and each subsidiary of the Company are in compliance in all respects material to the Company's business with all applicable laws, agreements (including consent decrees), contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, including all laws, agreements (including consent decrees), contracts and policies precluding discrimination in employment or the wrongful or improper discharge of employees; (vi)neither the Company nor any of its Subsidiaries is subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has the Company or any of its subsidiaries planned or announced any such action or program for the future, other than the intended closing of the current Santee dairy facilities in connection with the relocation of Santee's operations to a party new facility;(vii) the Company and its subsidiaries have not incurred any liability under, and have complied in all material respects with, the Worker Adjustment Retraining Notification Act of 1988 ("WARN");(viii) the Company and each subsidiary are in compliance in all material respects with their obligations pursuant to WARN, and in all respects material to the Company's business with all other notification and bargaining obligations arising under any collective bargaining agreement agreement, statute or otherwise with regard to employees of the Company, and there its subsidiaries; and (ix) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of the Company or any of its subsidiaries is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting either the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Boardsubsidiaries which, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating if determined adversely to the Company or any of its Subsidiaries and no such investigation is subsidiaries, would, individually or in progress; (vii) there are no personnel arrangementsthe aggregate, understandings, policies, rules or procedures (whether written or oral) applicable reasonably be expected to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoa Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Food Centers Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) Convera and each of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and employment practicesoccupational safety and health, terms and conditions of employment, health and safety, employment and wages and hours, and are not engaged in any unfair labor practices; (iib) neither there are no controversies pending or, to the Company nor any knowledge of its Subsidiaries has received written notice of any charge either Convera or complaint against the Company B2B, threatened, between Convera or any of its Subsidiaries pending before the Equal Employment Opportunity Commissionand any of their respective employees, the National Labor Relations Boardconsultants or independent contractors, or any other government agency or court or other tribunal regarding an unlawful employment practicewhich controversies would reasonably be expected to have a Material Adverse Effect; (iiic) neither the Company Convera nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no or other labor strikeunion contract applicable to persons employed by Convera or its Subsidiaries, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company nor does Convera or any of its SubsidiariesSubsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (ivd) there are no and neither the Company Convera nor any of its Subsidiaries has received notice that any representation petition respecting knowledge of any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, Convera or any of its Subsidiaries. To the employees knowledge of the Company Convera, no employee of Convera or any of its Subsidiaries has been filed with the National Labor Relations Boardis in violation of any term of any patent disclosure agreement, andnon-competition agreement, or any restrictive covenant to a former employer relating to the knowledge right of the Company, there has been no labor union prior any such employee to the date hereof organizing any employees of the Company be employed by Convera or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge because of the Company, threatened by or on behalf of any present or former employee nature of the Company business conducted or presently proposed to be conducted by Convera or any of its Subsidiaries alleging breach or to the use of trade secrets or proprietary information of others or, in the case of any express key employee or implied contract group of employment; (vi) to the knowledge key employees, has given notice as of the Company, no federal, state, or local agency responsible for the enforcement date of labor or employment laws intends this Agreement to conduct an investigation with respect to or relating to the Company Convera or any of its Subsidiaries and no that such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company employee or any employee in a group of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered key employees intends to Parent; and (viii) there are no terminate his or her employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoConvera.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a3.11(a) of the Company Disclosure ScheduleLetter sets forth a list that is that is true and correct in all material respects as of the date hereof, of each Collective Bargaining Agreement.. Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown union or stoppage actually pending or, to the knowledge group of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been made a pending demand for recognition or certification of a bargaining representative of any such employees in respect of their employment with the Company and its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with or before the National Labor Relations BoardBoard or any other labor relations Governmental Entity with respect to representation of any such employees in respect of their employment with the Company and its Subsidiaries; (ii) during the two-year period ending on the date of this Agreement, andthere have been no organizing activities, union election activity or attempts to bargain collectively relating to any employees of the Company and its Subsidiaries in respect of their employment with the Company and its Subsidiaries; (iii) during the two-year period ending on the date of this Agreement, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters) or other material labor disputes pending or, to the knowledge Knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of threatened against the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of Subsidiaries. Neither the Company or nor any of its Subsidiaries alleging breach of has entered into any express agreement, arrangement or implied contract of employment; (vi) to the knowledge of the Companyunderstanding, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to , with any labor union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoTransactions.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the The Company and its Subsidiaries are are, and since July 1, 2019 have been, in compliance with all applicable laws respecting employment Laws relating to labor and employment practices, terms and conditions of employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, worker health and safety, equal employment opportunity, age and wages disability discrimination, immigration control, and hoursemployee classification, except where any non-compliance, individually or the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing is without limitation to the provisions of subsections (iig) neither and (h) of this Section 4.13. Since July 1, 2019, there has not been, and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or lockout against the Company nor or any of its Subsidiaries by employees. (b) No employee of the Company or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. To the knowledge of the Company, there has received written notice not been any activity on behalf of any charge labor union, labor organization or complaint similar employee group to organize or seek recognition on behalf of any employees of the Company or any of its Subsidiaries. There are no (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other government agency labor relations tribunal or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement authority and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the CompanyCompany no such representations, threatened against claims or affecting petitions are threatened, (ii) representation claims or petitions pending before the Company National Labor Relations Board or any of its Subsidiaries; other labor relations tribunal or authority or (iviii) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of grievances or pending arbitration proceedings against the Company or any of its Subsidiaries has been filed with the National Labor Relations Boardthat arose out of or under any collective bargaining agreement. (c) Since July 1, and2019, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of (i) neither the Company nor any Subsidiary has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or any of its Subsidiaries into one or more collective bargaining units; facilities or operating units within any site of employment or facility, (vii) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.has not occurred a
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.16 of the Disclosure Schedule, (i) with respect to the Company and its Subsidiaries are in compliance Subsidiaries: (i) there is no collective agreement or bargaining relationship with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hoursany labor organization; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of and its Subsidiaries, no executive or employee listed in Section 3.16 of the Disclosure Schedule (each a "Key Employee" and collectively, the "Key Employees") has any present intention to terminate his or her employment; (iii) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federalunion organizing or decertification efforts are underway or threatened and no other question concerning representation exists; (v) no labor strike, statework stoppage, slowdown, or local agency responsible for other material labor dispute has occurred within the enforcement of labor past three (3) years or employment laws intends to conduct an investigation with respect to or relating is currently underway and, to the knowledge of the Company or any of and its Subsidiaries and none is threatened; (vi) there is no such investigation is in progressxxxxxxx'x compensation liability, experience or matter that would have a Company Material Adverse Effect; (vii) there are is no personnel arrangementsemployment-related charge, understandingscomplaint, policiesgrievance, rules investigation, inquiry or procedures obligation of any kind, pending or, to the knowledge of the Company and its Subsidiaries, threatened in any forum, relating to an alleged violation or breach by the Company or its Subsidiaries (whether written or oralits or their officers or directors) applicable of any law, regulation or contract that would have a Company Material Adverse Effect; and, (viii) to employees the knowledge of the Company and its Subsidiaries, no employee or agent of the Company or any of its Subsidiaries other than those set forth has committed any act or omission giving rise to liability for any violation identified in Section 3.21(asubsection (vii) above. Neither the Company nor its Subsidiaries have implemented any plant closing or layoff of employees that could implicate the Disclosure ScheduleWorker Adjustment and Retraining Notification Act of 1988, trueas amended, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements similar foreign, state or local law, regulation or ordinance (whether written or oral) with any employees of collectively, the Company or any Subsidiary thereto"WARN Act").
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) Other than as disclosed in the Company Pricing Disclosure Package and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesthe Final Offering Memorandum, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there with any labor organization; (ii) none of the employees of the Company or any of its Subsidiaries is represented by a labor union, and, to the knowledge of the Company, no union organizing activities are taking place that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (iii) to the Company’s knowledge, no union organizing or decertification efforts are underway or threatened against the Company or any of its Subsidiaries; (iv) no labor strike, slowdown work stoppage, slowdown, or stoppage actually other material labor dispute is pending against the Company or any of its Subsidiaries, or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are is no complaintsworker’s compensation liability, lawsuitsexperience or matter that could be reasonably expected to have, arbitrations individually or other proceedings pendingin the aggregate, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employmenta Material Adverse Effect; (vi) to the knowledge of the Company, there is no federal, state, threatened or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to pending liability against the Company or any of its Subsidiaries pursuant to the Worker Adjustment Retraining and no such investigation is in progressNotification Act of 1988, as amended (“WARN”), or any similar state or local law; (vii) other than as disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, there are is no personnel arrangementsemployment-related charge, understandingscomplaint, policiesgrievance, rules investigation, unfair labor practice claim, or procedures inquiry of any kind, pending against the Company or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (whether written viii) other than as disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, to the knowledge of the Company, no employee or oral) applicable to employees agent of the Company or any of its Subsidiaries has committed any act or omission giving rise to liability for any violation identified in subsection (vi) and (vii) above, other than those set forth such acts or omissions that would not reasonably be expected to have, individually or in Section 3.21(a) of the Disclosure Scheduleaggregate, true, correct and complete copies of which have heretofore been delivered to Parenta Material Adverse Effect; and (viiiix) there are no term or condition of employment contractsexists through arbitration awards, severance settlement agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of side agreement to which the Company or its Subsidiaries is a party is contrary to the express terms of any Subsidiary theretoapplicable collective bargaining agreement.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) Schedule 2.14(a), none of the Disclosure ScheduleCompany, the Subsidiary or Medimop USA is a party to, or otherwise bound by, any collective bargaining contract, collective labor agreement or other collective contract or arrangement with a labor union, trade union or other organization or body involving any of its employees that requires it to provide benefits or working conditions in excess of the minimum benefits and working conditions required by law to be provided pursuant to rules and regulations of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists’ Association, other than those that apply to the industry in which the Company or the Subsidiary conduct their business. Except as set forth in Schedule 2.14(a), each of the Company, the Subsidiary and Medimop USA has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its employees. Except as set forth in Schedule 2.14(a), each of the Company, the Subsidiary and Medimop USA does not have and is not subject to, and no employee of the Company, the Subsidiary or Medimop USA benefits from, any extension order (tzavei harchava) or any contract or arrangement with respect to employment or termination thereof, other than those that apply to the industry in which the Company or the Subsidiary conduct their business. Except as set forth in Schedule 2.14(a) or other Schedules hereto, all of the employees of the Company, the Subsidiary and Medimop USA are “at will” employees subject to the termination notice provisions included in employment agreements or applicable law. Except as set forth in Schedule 2.14(a), there is no material claim or complaint that is pending or, to the Knowledge of Zinger, the Company or Medimop USA, has been threatened against the Company, the Subsidiary or Medimop USA by any person who is or has been an employee or director of the Company, the Subsidiary or Medimop USA. Without limiting the generality of the foregoing, there are no unfair labor practice claims or charges that are pending, or that, to the Knowledge of Zinger, the Company or Medimop USA, have been threatened against the Company, the Subsidiary or Medimop USA. Since December 31, 2002, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries there has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is been no labor strike, slowdown or stoppage actually pending (or, to the knowledge Knowledge of Zinger, the CompanyCompany or Medimop USA, threatened threatened) against or affecting the Company Company, the Subsidiary or Medimop USA, (ii) there has been no organized dispute between the Company, the Subsidiary or Medimop USA and any group of its Subsidiaries; employees, (iviii) neither the Company nor any of its Subsidiaries no event has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, occurred and, to the knowledge Knowledge of Zinger, the Company, the Subsidiary or Medimop USA, no circumstance or condition exists that could reasonably be expected to give rise to any such labor strike, slowdown, stoppage or dispute, and (iv) to the Knowledge of Zinger, the Company, the Subsidiary and Medimop USA, there has been no effort on the part of any labor union prior to the date hereof organizing organize any employees of the Company Company, the Subsidiary or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge Medimop USA. Each of the Company, threatened by or on behalf the Subsidiary and Medimop USA has good labor relations, and neither the Company nor Medimop USA has any knowledge of any present or former employee facts indicating that (i) the consummation of the Company or transactions contemplated by this Agreement could reasonably be expected to have a Material Adverse Effect on any of its Subsidiaries alleging breach the Company’s, the Subsidiary’s or Medimop USA’s labor relations, or (ii) that any of any express or implied contract of employment; (vi) to the knowledge employees of the Company, no federal, state, the Subsidiary or local agency responsible for the enforcement of labor or employment laws Medimop intends to conduct an investigation terminate his or her employment with respect to the Company, the Subsidiary or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoMedimop USA.
Appears in 1 contract
Samples: Share and Interest Purchase Agreement (West Pharmaceutical Services Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) -------- ------------- 3.14 of the Company Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown dispute, slowdown, stoppage or stoppage lockout actually pending orpending, or to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and during the past five years there has not been any such action (ii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; , (iii) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company or any of its Subsidiaries within the past five years, nor does any question concerning representation exist concerning such employees, (iv) there are no material written personnel policies, rules or procedures applicable to employees of the Company or any of its Subsidiaries, other than those set forth on Section 3.14 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company and each of its Subsidiaries is in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar laws of any jurisdiction, (vi) there is no unfair labor practice or similar charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vii) there is no grievance arising out of any collective bargaining or similar agreement or other grievance procedure relating to any employee of the Company of any of its Subsidiaries, (viii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, local or local foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; , and (viix) there are no personnel arrangementscomplaints, understandingslawsuits or other proceedings pending or, policiesto the knowledge of the Company, rules threatened in any forum by or procedures (whether written on behalf of any present or oral) applicable to employees former employee of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) Subsidiaries, any applicant for employment or classes of the Disclosure Scheduleforegoing alleging breach of any express or implied contract or employment, trueany laws governing employment or the termination thereof or other discriminatory, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no wrongful or tortious conduct in connection with the employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretorelationship.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, Schedule 2.16: (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safetythere is, and wages during the three years prior to the Effective Date there has been, no labor strike, work stoppage or lockout pending, or, to the knowledge of Seller, threatened against Seller and hoursrelated to the Business; (ii) neither to Seller's knowledge there is no union organizational campaign in progress with respect to the Company nor any employees of its Subsidiaries has received written notice of any charge or complaint against Seller who work in the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practiceBusiness ("Employees") and no question concerning representation exists respecting such Employees; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is are no labor strike, slowdown or stoppage actually pending or, to the knowledge of the CompanySeller, threatened unfair labor practice charges or complaints, arbitrations or union grievances against or affecting Seller and related to the Company or any of its SubsidiariesBusiness; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company there are no pending, or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the CompanySeller, there has been no labor union prior threatened, charges against Seller or any current or former Employee relating to the date hereof organizing any employees of Business before the Company Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of its Subsidiaries into one or more collective bargaining unitsunlawful employment practices; (v) there are no complaintsmaterial written personnel policies, lawsuits, arbitrations rules or procedures applicable to Employees (other proceedings pending, or than those with respect to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employmentwhich complete and correct copies have heretofore been delivered to Seller); (vi) to the knowledge Seller has no collective bargaining contract; (vii) Seller has not received notice of the Company, no federal, state, or local agency intent of any governmental entity responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries Business and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of Seller, threatened in any forum by or on behalf of any present or former Employee, any applicant for employment contractsin the Business or classes of the foregoing, severance agreementsalleging breach of any express or implied contract of employment, confidentiality agreements any law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (other than standard employee non-disclosure agreements ix) prior to the Effective Date, Seller has not effectuated (A) a "plant closing" (as contemplated by Section 3.21(viidefined in the Worker Adjustment Retraining Notification Act of 1988 (the "WARN Act")) or any other agreements (whether written or oral) with any employees affecting the site of employment of the Company Business or one or more facilities or operating units within any Subsidiary thereto.site of employment or facility of the Business, or (B) a "mass layoff" (as defined in the WARN Act) affecting the site of employment or facility of the Business; (x) Seller has not been
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(aSchedule 3.1(o) of the Disclosure Schedule, hereto: (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company Seller nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries subsidiaries is a party or subject, and no employment agreements or other agreements affecting Transferred Employees are subject, and no Transferred Employees are subject to any collective bargaining agreement and or other collective contract or agreement with any labor organization or other representative of any of the Transferred Employees, nor is any such collective contract or agreement presently being negotiated nor is there any duty on the part of Seller or any of its subsidiaries to bargain with any labor organization or representative for any such collective contract or agreement; (ii) there is no unfair labor strike, slowdown practice charge or stoppage actually complaint pending or, to the knowledge of the CompanySeller, threatened against or otherwise affecting the Company or any of its Subsidiariesthe Subsidiaries or relating to any of the Transferred Employees; (iviii) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company there is no labor strike, slowdown, work stoppage, lockout or any of its Subsidiaries has been filed with the National Labor Relations Board, andother labor controversy in effect or, to the knowledge of the CompanySeller, there has been no labor union prior to the date hereof organizing threatened against any employees of the Company Subsidiaries or relating to any of its Subsidiaries into one or more collective bargaining unitsthe Transferred Employees; (viv) there are no complaintsaction, lawsuitssuit, arbitrations complaint, charge, arbitration, inquiry, proceeding or other proceedings pendinginvestigation by or before any court, governmental agency, administrative agency, commission, arbitrator or to the knowledge of the Company, threatened arbitral body brought by or on behalf of any present or former employee or retiree of any of the Company Subsidiaries or any Transferred Employee is pending or, to the knowledge of Seller, threatened against Seller or any of its the Subsidiaries; (v) Seller (with respect to the Business) and the Subsidiaries alleging breach are in compliance with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), and all other notification, bargaining and other similar obligations, including, without limitation, those arising under or in relation to any express collective bargaining agreement, federal, state, local or implied contract of employmentforeign law or otherwise; and (vi) to the knowledge of Seller, each employee of the Company, no federal, state, Business with access to information the unauthorized use or local agency responsible for the enforcement disclosure of labor which would have a Material Adverse Effect is subject to a confidentiality agreement or employment laws intends to conduct an investigation other obligation of confidentiality with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoinformation.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Arterial Vascular Engineering Inc)
Labor Matters. (a) Except as set forth in (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company and the Subsidiaries, threatened against or affecting the Company or any Subsidiary and during the past five years there has not been any such action; (ii) to the knowledge of the Company and the Subsidiaries, no union claims to represent the employees of the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any Subsidiary; (iv) none of the employees of the Company or any Subsidiary are represented by any labor organization and none of the Company or any Subsidiary have any knowledge of any current union organizing activities among the employees of the Company or any Subsidiary, nor does any question concerning representation exist concerning such employees; (v) Section 3.21(a) 4.14 of the Disclosure ScheduleLetter contains a true and complete list of each written personnel policy, rule or procedure applicable to employees of the Company or any of its Subsidiaries, true correct and complete copies of which have heretofore been made available to MergerSub; (ivi) the Company and its the Subsidiaries are are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hoursare not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (iivii) neither the Company nor any of its Subsidiaries has received written notice of any there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually Subsidiary pending or, to the knowledge of the CompanyCompany and the Subsidiaries, threatened against before the National Labor Relations Board or affecting any similar state or foreign agency; (viii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its SubsidiariesSubsidiary; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (viix) to the knowledge of the CompanyCompany and the Subsidiaries, no charges with respect to or relating to the Company or the Subsidiaries are pending before the Equal Employment Opportunity Commission or any other corresponding state agency, and the Company and the Subsidiaries have at all times been in material compliance with all federal and state laws and regulations prohibiting discrimination in the workplace including, without limitation, laws and regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender, disability, age, workers compensation status or otherwise; (x) to the knowledge of the Company and the Subsidiaries, no federal, state, local or local foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its and the Subsidiaries and no such investigation is in progress; and (viixi) there are no personnel arrangementsmaterial lawsuits, understandingscomplaints, policiescontroversies or other proceedings pending or, rules or procedures (whether written or oral) applicable to employees the knowledge of the Company and the Subsidiaries, any applicant for employment or any of its Subsidiaries other than those set forth in Section 3.21(a) classes of the Disclosure Scheduleforegoing alleging breach of any express or implied contract or employment, trueany law or regulation governing employment or the termination thereof or other discriminatory, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, contracts or severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company and the Subsidiaries. The execution of this Agreement and the consummation of the transactions contemplated hereby shall not result in a breach or other violation of any collective bargaining agreement to which the Company or any Subsidiary theretois a party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Petco Animal Supplies Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the Disclosure Scheduledate of this Agreement, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees Section 4.17 of the Company Disclosure Letter sets forth a true and complete list of all collective bargaining or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no other labor union prior contracts applicable to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge Company Subsidiaries. To the Knowledge of the Company, as of the date of this Agreement, no labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened by to be brought or on behalf filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of the Company, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving the Company or any present or former employee Company Subsidiary. None of the Company or any of its the Company Subsidiaries alleging breach has breached or otherwise failed to comply with any provision of any express collective bargaining agreement or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of other labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) union Contract applicable to any employees of the Company or any of its Subsidiaries other than those set forth the Company Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in Section 3.21(a) the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of the Disclosure ScheduleCompany, truethreatened that individually or in the aggregate, correct has had or would reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of which have heretofore been delivered all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Company Subsidiary thereto(the “Company CBAs”). Except as otherwise set forth in the Company CBAs, neither the Company nor any Company Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Pending Offer or the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any Company Benefit Plan. Except for the labor organizations identified in the Company CBAs, no labor organization or group of employees represents or purports to represent any employees of the Company or any of the Company Subsidiaries.
Appears in 1 contract
Samples: Form of Agreement and Plan of Merger (Martin Marietta Materials Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) None of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before is a party to, or is bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. None of the Equal Employment Opportunity CommissionCompany or any of its Subsidiaries has committed, or is the subject of a proceeding asserting that the Company or any of its Subsidiaries has committed, an unfair labor practice (within the meaning of the National Labor Relations Board, Act) or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither seeking to compel the Company nor or any of its Subsidiaries to bargain with any labor organization as to wages and conditions of employment. There is a party to any collective bargaining agreement and there is (i) no strike or material labor strikedispute, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; Subsidiaries and none have occurred during the past 5 years, and (ivii) neither to the knowledge of the Company, no union certification petition has been filed with respect to the employees of the Company nor any of or its Subsidiaries. The Company and its Subsidiaries has received notice that are and have been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment (including termination of employment), wages, hours of work, occupational safety and health, immigration and worker classification, and are not engaged in any representation petition respecting the employees material unfair labor practices. None of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge received written notice of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency Governmental Entity responsible for the enforcement of labor or employment laws intends Laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) and, to the knowledge of the Disclosure ScheduleCompany, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of such investigation is in progress. No individual who has performed services for the Company or any Subsidiary theretoof its Subsidiaries has been improperly excluded from participation in any Plan, and neither the Company nor any of its Subsidiaries has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. There has been no “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 (29 USC § 2101 et seq.) and any similar state or local Laws (collectively, “WARN”)) with respect to the Company or any of its Subsidiaries within the past six (6) months. Neither the Company nor any of its Subsidiaries has incurred any liability under WARN that remains unsatisfied. To the extent that, after the Closing, the Company and its Subsidiaries are operated in the same manner operated during the six-month period prior to the Closing, the Company and its Subsidiaries will not incur any liability under WARN or any other similar applicable Law as a result of any layoffs or other employment terminations made by the Company and its Subsidiaries during such six-month period prior to the Closing. Except as set forth on Schedule 3.1(v), as of the date of this Agreement, no employee, at the senior management level or above, has given notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment with the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omni Energy Services Corp)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company Neither Seller nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor union, confederation or association and there is are no labor strikediscussions, slowdown negotiations, demands or stoppage actually proposals that are pending or, to the knowledge Knowledge of Seller, threatened, or have been conducted or made with or by any labor union, confederation or association regarding organizational activities. Except as disclosed in Seller SEC Reports filed prior to the date of this Agreement, there are no material controversies pending or, to the Knowledge of Seller, threatened between Seller or any of its Subsidiaries and any representatives of its employees and, to the Knowledge of Seller, there are no material organizational efforts presently being made involving any of the Company, threatened against or affecting the Company now unorganized employees of Seller or any of its Subsidiaries; . Since January 1, 2000, there has been no work stoppage, strike, material dispute or other concerted action by employees of Seller or any of its Subsidiaries. During that period, Seller and its Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. There is no pending, or to the Knowledge of Seller, threatened action, complaint, arbitration, proceeding or investigation against Seller or any of its Subsidiaries by or before (ivor, in the case of any threatened matter, that could be brought before ) any court, Governmental Entity, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employees of Seller or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole. Within the past three (3) years, neither the Company Seller nor any of its Subsidiaries has received notice that closed any representation petition respecting the facility, or effectuated any layoffs of employees of the Company or implemented any early retirement, separation or similar program, nor has Seller or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing planned or announced any employees of the Company such action or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible program for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretofuture.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transport Corporation of America Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, : (i) the Company is and its Subsidiaries are has been in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours, including without limitation any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or there is no unfair labor practice complaint against the Company or any pending or, to the best knowledge of its Subsidiaries pending the Company, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other government agency or court or other tribunal regarding an unlawful employment practicecomparable Authority; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, dispute, slowdown or stoppage by Company employees actually pending or, to the best knowledge of the Company, threatened against or directly affecting the Company or any of its SubsidiariesCompany; (iv) neither the Company nor any of its Subsidiaries has received notice that any no labor representation petition question exists respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, andand there is not pending or, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the best knowledge of the Company, threatened any activity intended or likely to result in a labor representation vote respecting the employees of the Company; (v) no grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist or have been threatened; (vi) no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; (vii) the Company has not experienced any significant work stoppage by Company employees; (viii) the Company is not delinquent in payments to any persons for any wages, salaries, commissions, bonuses or other direct or indirect compensation owed by the Company for any services performed by it or amounts required to be reimbursed to such persons, including without limitation any amounts due under any Pension Plan, Welfare Plan or Compensation Plan; (ix) upon termination of the employment of any person, none of the Company, the Purchaser, will, by reason of anything done by or on behalf of any present the Company at or former employee prior to or as of the Company Closing Date, be liable to any of such persons for so-called “severance pay” or any of its Subsidiaries alleging breach of any express or implied contract of employmentother payments; and (vix) within the twelve month period prior to the knowledge date hereof there has not been any expression of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating intention to the Company by any officer or any of its Subsidiaries and no key employee to terminate such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoemployment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the date of this Agreement, Section 4.19 of the BMHC Disclosure Schedule, (i) the Company Letter sets forth a true and its Subsidiaries are in compliance complete list of all collective bargaining or other Contracts with all any labor organization applicable laws respecting employment and employment practices, terms and conditions to any employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company BMHC or any of its Subsidiaries pending before the Equal Employment Opportunity CommissionBMHC Subsidiaries. To the Knowledge of BMHC, the National Labor Relations Boardno labor organization, employee representative or group of employees of BMHC or any other government agency BMHC Subsidiary has made a demand for recognition or court certification or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor engaged in any of its Subsidiaries is a party to any collective bargaining agreement union organizing or decertification activities since January 1, 2012, and there is are no labor strikerepresentation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations BoardBoard or any other Governmental Entity. To the Knowledge of BMHC, andthere are no organizing activities, strikes, work stoppages, slowdowns, lockouts or other material labor disputes pending or threatened against or involving BMHC or any BMHC Subsidiary, and no such material disputes have occurred since January 1, 2012. None of BMHC or any of the BMHC Subsidiaries has breached or otherwise failed to comply in any material respect with any provision of any collective bargaining agreement or other Contract with any labor organization applicable to any employees of BMHC or any of the BMHC Subsidiaries. There are no material grievances, arbitrations, charges or complaints outstanding or, to the knowledge Knowledge of the CompanyBMHC, there threatened. BMHC has been no made available to SBS true and complete copies of all collective bargaining agreements and other Contracts with any labor union prior organization (including all amendments thereto) applicable to the date hereof organizing any employees of the Company BMHC or any of its Subsidiaries into one or more BMHC Subsidiary, including any expired collective bargaining units; (v) there are no complaintsagreements whose terms remain in force, lawsuitsin whole or in part, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to such employees (the “BMHC CBAs”). Except as otherwise set forth in the BMHC CBAs, neither BMHC nor any BMHC Subsidiary as of the date of this Agreement, has entered into any agreement, arrangement, understanding or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangementsContract, understandings, policies, rules or procedures (whether written or oral) applicable to employees , with any labor organization or other employee representative body which would prevent, restrict or materially impede the consummation of the Company Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of its Subsidiaries other than those set forth in Section 3.21(a) them). Since January 1, 2012, neither BMHC nor any BMHC Subsidiary has implemented any facility closing or layoff of employees requiring notice under the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoWARN Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stock Building Supply Holdings, Inc.)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no a labor union prior to the date hereof organizing or labor organization, nor are there any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations represented by a representative body or other proceedings pendinglabor organization, or and there are, to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge Knowledge of the Company, no federalactivities or proceedings of any labor union, state, representative body or local agency responsible for the enforcement of labor or employment laws intends other organization to conduct an investigation with respect to or relating to the Company or organize any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of compel the Company or any of its Subsidiaries to bargain with any such union or representative body. Neither the Company nor any of its Subsidiaries is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice and there is no pending or, to the Knowledge of the Company, threatened, nor has there been since the Applicable Date, any labor strike, dispute, walk-out, work stoppage, slow-down, lockout or any other similar event involving the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance, in all material respects, with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours and (iii) unfair labor practices. All individuals who are performing or have performed consulting or other services for the Company or any of its Subsidiaries are or were correctly classified in all material respects by the Company or such Subsidiary theretoas either “independent contractors” or “employees” as the case may be and, with respect to those currently performing services, will, at the Closing Date, qualify for such classification. Neither the Company nor any of its Subsidiaries has any material liabilities under the Worker Adjustment and Retraining Act of 1998, as amended (the “WARN Act”) as a result of any action taken by the Company (other than at the written direction of Parent or as a result of any of the transactions contemplated by this Agreement). To the Knowledge of the Company, none of the employees set forth on Section 5.1(m) of the Company Disclosure Schedule intends or is expected to terminate their employment, either as a result of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sm&A)
Labor Matters. (a) Except as set forth on SCHEDULE 4.18, there are (a) not in Section 3.21(a) existence or threatened any labor strikes, disputes, slowdowns, lockouts or work stoppages by employees of the Disclosure ScheduleCompany, and during the past five (i5) years there has not been any such action in existence or, to the Knowledge of the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practicesthe Seller, terms and conditions of employmentthreatened, health and safety, and wages and hours; (iib) neither no collective bargaining agreements to which the Company is a party, nor any of its Subsidiaries has received written notice other Contract or work rules or practices agreed to, with any labor organization or employee association, (c) no grievance or arbitration Proceedings arising out of any charge arrangements, formal or complaint informal, to which the Company is a party relating to employment policies, (d) no unfair labor practice charges or complaints against the Company pending or threatened, before the National Labor Relations Board or any of its Subsidiaries similar Governmental Body, (e) no charges with respect to or relating to the Company pending or threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, Commission or any other government agency or court or other tribunal regarding an Governmental Body responsible for the prevention of unlawful employment practice; practices, (iiif) neither the Company nor any no representation of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or by any labor organization, and to the Knowledge of its Subsidiaries has been filed with the National Labor Relations BoardCompany and the Seller, andno union organizing activities among such employees nor, to the knowledge Company's and the Seller's Knowledge, any question concerning such representation concerning such employees, (g) no notices received by the Company of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf intent of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency Governmental Body responsible for the enforcement of any labor or employment laws intends to conduct an investigation with respect to or relating to the Company or Company, nor, to the Company's and the Seller's Knowledge, is any of its Subsidiaries and no such investigation is in progress; , (viih) there are no written personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to any employees of the Company or any of its Subsidiaries other than those Company, except as set forth in Section 3.21(a) of the Disclosure Scheduleemployee handbooks, true, correct and complete copies of which have heretofore been delivered provided to Parent; the Purchaser, nor any representation regarding longevity of employment to any such employee, or (i) no instances of noncompliance by the Company with any applicable Legal Requirement respecting employment or employment practices, terms and conditions of employment, wages, hours of work and, to the Company's and the Seller's Knowledge, occupational safety and health, except where such noncompliance would not individually or in the aggregate have, or could not reasonably be expected to have, a Material Adverse Effect. Since the enactment of the WARN Act, the Company has not effectuated or experienced (viiix) there are no a "PLANT CLOSING" (as defined in the WARN Act) affecting any site of employment contracts, severance agreements, confidentiality agreements or one (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)1) or more facilities or operating units within any other agreements (whether written site of employment or oral) with any employees of facility used by the Company or (y) a "MASS LAYOFF" (as defined in the WARN Act) affecting any Subsidiary theretosite of employment or facility used by the Company, nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.
Appears in 1 contract
Labor Matters. Except to the extent set forth in Schedule -------------- 3.2.24: (a) Except as set forth in Section 3.21(a) Borrower and each of the Disclosure Schedule, (i) the Company its Primary Affiliated Companies is and its Subsidiaries are has been in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices; (iib) neither the Company nor any of its Subsidiaries has received written notice of any charge or there is no unfair labor practice complaint against the Company Borrower or any of its Subsidiaries Primary Affiliated Companies pending or threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, Board or any other government agency comparable state, local, foreign, regional or court or other tribunal regarding an unlawful employment practiceterritorial agency; (iiic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of the CompanyBorrower's knowledge, threatened against or directly affecting the Company Borrower or any of its SubsidiariesPrimary Affiliated Companies; (ivd) no union representation question exists and, to Borrower's knowledge, no union organization effort is underway, respecting the employees of Borrower or any of its Primary Affiliated Companies; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist; (f) no collective bargaining agreement which is binding on Borrower or any of its Primary Affiliated Companies restricts it from relocating or closing any of its operations; (g) neither the Company Borrower nor any of its Subsidiaries Primary Affiliated Companies has received notice that experienced any representation petition respecting material work stoppage in the last eighteen (18) months; (h) neither Borrower nor any of its Primary Affiliated Companies is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Closing Date or amounts required to be reimbursed to such employees; or (i) upon termination of the employment of any of the employees of the Company Borrower or any of its Subsidiaries has been filed with Primary Affiliated Companies after the National Labor Relations BoardClosing Date, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or neither Borrower nor any of its Subsidiaries into Primary Affiliated Companies will be liable to any one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach employees for severance pay in excess of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto$50,000.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Derby Cycle Corp)
Labor Matters. (a) Except as set forth disclosed in Section 3.21(a) Item 3.14 of the Disclosure Schedule, (i) neither the Company and its Subsidiaries are in compliance nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement, with all applicable laws respecting employment and employment practicesa labor union or labor organization, terms nor is the Company or any Company Subsidiary the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel it to bargain with any labor organization as to wages and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor is there any of its Subsidiaries has received strike or written notice of any charge or complaint against grievance involving the Company or any Company Subsidiary, pending or, to the Company's Knowledge, threatened, nor is it aware of any activity involving its employees seeking to certify a collective bargaining unit. Except as disclosed in Item 3.14 of the Disclosure Schedule, neither the Company, since the time of its Subsidiaries pending formation, nor any Company Subsidiary, since December 31, 2000 has been the subject of or involved in any (i) charge or complaint of employment discrimination before the Equal Employment Opportunity Commission, the National Labor Relations Board, Commission or any other government agency federal, state, or local agency, court or tribunal; (ii) charge or complaint for payment of wages or other tribunal regarding an unlawful benefits under the Fair Labor Standards Act, as amended, or under any similar state or local employment practicestandards law; (iii) neither charge or complaint before the Company nor any of its Subsidiaries is a party to any collective bargaining agreement Occupational Safety and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company Health Administration or any of its Subsidiariessimilar state or local agency; and (iv) neither the Company nor complaint or action by any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present current or former employee of the Company or any of its Subsidiaries Company Subsidiary, including, but not limited to, a complaint or action alleging breach of an employment contract, wrongful discharge, employment discrimination or breach of duty of good faith and fair dealing in the employment relationship before any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, state or local agency responsible for the enforcement of labor agency, court or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is tribunal, in progress; (vii) there are no personnel arrangementseach case, understandingswhich if adversely determined, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth would have a Material Adverse Effect. Except as disclosed in Section 3.21(a) Item 3.14 of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of pending claims against the Company or any Company Subsidiary theretofor workers' compensation, unemployment insurance, or disability benefits under any federal, state or local law, which, individually or in the aggregate, would have a Material Adverse Effect. The Company and each Company Subsidiary is in material compliance with all applicable employment laws, including those pertaining to wages, hours, overtime, working conditions, collective bargaining, employment discrimination, immigration, occupational safety and health, termination or layoff notice, workers' compensation, unemployment insurance and disability benefits.
Appears in 1 contract
Samples: Stock Purchase Agreement (Day International Group Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) 3.24 of the Company Disclosure Schedule, Letter: (i) none of the Companies or the Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) to knowledge of the Companies and the Operating Partnerships, no union claims to represent the employees of any of the Companies or the Subsidiaries; (iii) none of the employees of any of the Companies or the Subsidiaries is represented by any labor organization and the Companies have no knowledge of any current union organizing activities among the employees of the Companies or any of the Subsidiaries, nor does any question concerning representation exist concerning such employees; (iv) none of the Companies nor any of the Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (v) there is no strike, work stoppage, lockout or other labor dispute involving any of the Companies or the Subsidiaries pending or threatened; (vi) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the knowledge of the Companies, threatened against any of the Companies or the Subsidiaries; (vii) to the knowledge of the Companies, no grievance is threatened against any of the Companies or the Subsidiaries; (viii) none of the Companies nor any of the Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (ix) there are no written personnel policies, rules or procedures applicable to employees of any of the Companies or the Subsidiaries, other than those set forth in Section 3.24 of the Company Disclosure Letter, true and its correct copies of which have heretofore been delivered to the Investors; (x) the Companies and the Subsidiaries are are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health wages, hours of work and safetyoccupational safety and health, and wages and hours; (ii) neither the Company nor are not engaged in any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, unfair labor practices as defined in the National Labor Relations Board, or any other government agency or court Act or other tribunal regarding an unlawful employment practiceapplicable law, ordinance or regulation; (iiixi) neither since the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the knowledge enactment of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries Worker Adjustment and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.Retraining
Appears in 1 contract
Samples: Securities Purchase Agreement (Wyndham International Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) As of the Disclosure Scheduledate of this Agreement, there are no disputes, grievances or arbitrations pending or, to the Knowledge of the Representing Party, threatened between any of the Representing Party or any of its Subsidiaries or Joint Ventures, on the one hand, and any trade union or other representatives of its employees, on the other hand, and there is no charge or complaint pending or threatened in writing against the Representing Party or any of its Subsidiaries before the National Labor Relations Board or any similar Governmental Authority, except in each case as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Representing Party, and, to the Knowledge of the Representing Party, as of the date of this Agreement, there are no material organizational efforts presently being made involving any of the employees of any of the Representing Party or any of its Subsidiaries or Joint Ventures. Neither the Representing Party nor any of its Subsidiaries is subject to any requirement (contractual or otherwise) to provide employee representation on its board of directors or similar governing body or the board of directors or similar governing body of the other Party following the Closing. The announcement or consummation of the transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to any employees of the Representing Party or its Subsidiaries. From December 31, 2010 to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or affecting employees of the Representing Party or any of its Subsidiaries or Joint Ventures except in each case as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Representing Party, and as of the date of this Agreement, there is not ongoing any material work stoppage, strike, slowdown or lockout by or affecting employees of the Representing Party or any of its Subsidiaries and, to the Knowledge of the Representing Party, no such action has been threatened. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Representing Party: (i) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company Knowledge of the Representing Party, threatened between or involving the Representing Party or any of its Subsidiaries or Joint Ventures and any of their respective current or former employees, independent contractors, applicants for employment or classes of the foregoing, (ii) the Representing Party and its Subsidiaries and Joint Ventures are in compliance with all applicable laws Laws, Contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, and wages and hours; , child labor, immigration, discrimination, disability rights or benefits, facility closures and layoffs, workers’ compensation, labor relations, employee leaves and unemployment insurance, and (iiiii) neither since January 1, 2010, none of the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Representing Party or any of its Subsidiaries pending before or Joint Ventures has engaged in any “plant closing” or “mass layoff,” as defined in the Equal Employment Opportunity Commission, the National Labor Relations Board, Worker Adjustment Retraining and Notification Act or any other government agency comparable state or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strikelocal Law, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed without complying with the National Labor Relations Board, and, to the knowledge notice requirements of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretoLaws.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) There are no controversies pending or, to the knowledge of the Disclosure ScheduleCompany, (i) threatened, between the Company and or any of its Subsidiaries are in compliance and any of their respective employees. Neither the Company nor any of its Subsidiaries is party to any collective bargaining agreement or other labor agreement with all applicable laws respecting employment any union or labor organization and employment practicesno union or labor organization has been recognized by the Company or any of its Subsidiaries as an exclusive bargaining representative for employees of the Company or any of its Subsidiaries. To the Company's knowledge, terms and conditions there is no current union representation question involving employees of employmentthe Company or any of its Subsidiaries, health and safety, and wages and hours; nor does the Company have knowledge of any significant activity or proceeding of any labor organization (iior representative thereof) neither or employee group to organize any such employees. Neither the Company nor any of its Subsidiaries has received written notice made any commitment not in collective bargaining agreements listed on the COMPANY SCHEDULE that would require the application of the terms of any charge collective bargaining agreements entered into by the Company or any of its Subsidiaries to Parent, to any Joint Venture of Parent, or to any Subsidiary of Parent (other than the Company or its Subsidiaries). Except as disclosed in the COMPANY SCHEDULE, (a) there is no material active arbitration under any collective bargaining agreement involving the Company or any of its Subsidiaries, (ii) there is no material unfair labor practice, grievance, employment discrimination or other labor or employment related charge, complaint or claim against the Company or any of its Subsidiaries pending before any court, arbitrator, mediator or governmental agency or tribunal, or, to the Equal Employment Opportunity CommissionCompany's knowledge, the National Labor Relations Boardthreatened, (iii) there is no strike, picketing or work stoppage by, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither lockout of, employees of the Company nor or any of its Subsidiaries pending, or to the Company's knowledge, threatened, against or involving the Company or any of its Subsidiaries, and (iv) there is a party to no active arbitration under any collective bargaining agreement and there involving the Company or any of its Subsidiaries regarding the employer's right to move work from one location or entity to another, or to consolidate work locations, or involving other similar restrictions on business operations. There is no labor strikeproceeding, slowdown claim, suit, action or stoppage actually governmental investigation pending or, to the knowledge of the Company, threatened against threatened, relating to labor matters in respect of which any director, officer, employee or affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees agent of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, is or may be entitled to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of claim indemnification from the Company or a Subsidiary pursuant to their respective charters or bylaws or under any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance indemnification agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) None of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions employees of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company Parent or any of its Subsidiaries pending before or the Equal Employment Opportunity Commission, the National Labor Relations BoardSubject Joint Venture is represented in his or her capacity as an employee of Parent or any Subsidiary or Subject Joint Venture by any union or other labor organization. Neither Parent nor any Subsidiary, or any other government agency the Subject Joint Venture is, or court or other tribunal regarding an unlawful employment practice; (iii) neither has been during the Company nor any period from February 22, 2022 to the date of its Subsidiaries is this Agreement, a party to to, bound by, or subject to, any collective bargaining agreement and there is no or other agreement with any union or other labor strike, slowdown or stoppage actually pending or, to the knowledge organization. As of the Companydate of this Agreement, threatened against (i) there are no, and have not been during the two-year period preceding the date of this Agreement any, activities or affecting the Company or proceedings of any of its Subsidiaries; (iv) neither the Company nor labor organization to organize any of its Subsidiaries has received notice that any representation petition respecting the such employees of the Company Parent or any of its Subsidiaries or the Subject Joint Venture and no demand for recognition as the exclusive bargaining representative of any employees has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened made by or on behalf of any present labor or former employee like organization; (ii) there are no, and have not been during the two-year period preceding the date of the Company this Agreement any, strikes, lockouts, slowdowns, work stoppages, job actions, picketing, labor disputes, or any similar activity pending or in effect with respect to employees of Parent or any of its Subsidiaries alleging breach of any express or implied contract of employment; the Subject Joint Venture, (viiii) to the knowledge Knowledge of Parent, there is no, and has not been during the Companytwo-year period preceding the date of this Agreement any, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company formal union organizing effort pending against Parent or any of its Subsidiaries or the Subject Joint Venture, and no such investigation is in progress; (viiiv) there are no personnel arrangementsis no, understandingsand has not been during the two-year period preceding the date of this Agreement any, policiesunfair labor practice, rules labor dispute (other than routine grievances) or procedures (whether written or oral) applicable labor arbitration proceeding pending or, to employees the Knowledge of the Company Parent, threatened against Parent or any of its Subsidiaries other than those set forth in Section 3.21(a) or the Subject Joint Venture. Neither Parent nor any of its Subsidiaries nor the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered Subject Joint Venture has a duty to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) bargain with any employees of the Company union or any Subsidiary theretoother labor organization.
Appears in 1 contract
Labor Matters. (a3.19(a) Except as set forth disclosed in Section 3.21(a) of the Disclosure ScheduleFiled Company SEC Reports, (i) none of the Company and its Subsidiaries are in compliance Acquired Corporations is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hoursa labor union or labor organization; (ii) neither none of the Company nor Acquired Corporations is the subject of any Legal Proceeding asserting that any of its Subsidiaries the Acquired Corporations has received written notice committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practiceemployment; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown lockout, work stoppage or stoppage actually other labor dispute involving any of the Acquired Corporations pending or, to the knowledge of the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiariesthreatened; (iv) neither the Company nor no complaint, charge or Legal Proceeding by or before any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened Governmental Body brought by or on behalf of any present employee, prospective employee, former employee, independent contractor, retiree, labor organization or former employee other representative of its employees is pending or, to the Company’s Knowledge, threatened against any of the Company or Acquired Corporations; (v) to the Company’s Knowledge, all positions that are classified as exempt from applicable wage and hour laws have been properly classified as exempt from applicable wage and hour laws, and to the Company’s Knowledge all employees have been properly paid in accordance with applicable Legal Requirements, in all material respects, and the Acquired Corporations have properly maintained all legally required records relating to wages and hours worked for each employee, (v) no grievance is pending or, to the Company’s Knowledge, threatened against any of its Subsidiaries alleging breach of any express or implied contract of employmentthe Acquired Corporations; (vi) to the knowledge none of the Company, no federal, stateAcquired Corporations is a party to, or local agency responsible for the enforcement of labor otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progresspractices; (vii) no labor organization or group of employees of any of the Acquired Corporations has made a pending demand for recognition or certification, there are no personnel arrangementsrepresentation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, understandingswith the National Labor Relations Board or any other labor relations tribunal or authority and, policiesto the Company’s Knowledge, rules no union organizing campaign is ongoing or procedures (whether written or oral) applicable threatened with respect to the employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to ParentAcquired Corporations; and (viii) there are no since December 31, 2005, none of the Acquired Corporations has ordered or implemented a plant closing, mass layoff or other group employment contractstermination that required the issuance of notice under, severance agreementsor was otherwise covered by, confidentiality agreements the Worker Adjustment and Retraining Notification (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)WARN) Act or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary theretosimilar state and local law.
Appears in 1 contract
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement agreement, and there is are no labor strike, slowdown or stoppage actually pending or, collective bargaining agreements that pertain to the knowledge any of the Company, threatened against or affecting their employees. No employees of the Company or any of its Subsidiaries; (iv) neither the Company nor Subsidiaries are represented by any labor organization. No labor organization or group of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been 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 Parent, the Seller, the Company or any Subsidiary, threatened to be brought or filed with the National Labor Relations Board, andBoard or other labor relations tribunal. There is no organizing activity involving the Company or any of its Subsidiaries pending or, to the knowledge of the CompanyParent, there has been no the Seller, the Company or any Subsidiary, threatened by any labor union prior to the date hereof organizing any organization or group of employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there Subsidiaries. There are no complaints(x) strikes, lawsuitswork stoppages, slowdowns, lockouts or arbitrations or (y) material grievances or other proceedings pendingmaterial labor disputes pending or, or to the knowledge of the Parent, the Seller, the Company and the Subsidiaries of the Company, threatened by against or on behalf involving the Company or any of its Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Parent, the Seller, the Company or any present Subsidiary, threatened against or former employee of involving the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any group of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries. There are no complaints, charges or claims against the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) pending or, to the knowledge of the Disclosure ScheduleParent, truethe Seller, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) the Company or any other agreements (whether written Subsidiary, threatened to be brought or oral) filed with any governmental body based on, arising out of, in connection with, or otherwise relating to the employment by the Company or any of its Subsidiaries of any individual, including any claim for workers' compensation. Hours worked by and payments made to employees of the Company and its Subsidiaries have not been in violation of the federal Fair Labor Standards Act or any Subsidiary theretoother law dealing with such matters.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)
Labor Matters. (a) Except as set forth in Section 3.21(a) of the Disclosure Scheduleon SCHEDULE 2.19, (i) the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (iia) neither the Company nor any of its the Subsidiaries has received written notice of any charge entered into or complaint against the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strikeagreement, slowdown memorandum of understanding or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting other written document binding on the Company or the Subsidiaries respecting terms and conditions of employment with respect to an identified group of employees with any labor union that would cover any employees of its Subsidiaries; (iv) neither the Company nor any or the Subsidiaries and (b) none of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or the Subsidiaries are subject to any collective bargaining agreement, memorandum of its understanding or other written document binding on the Company or the Subsidiaries has been filed respecting terms and conditions of employment with the National Labor Relations Boardrespect to an identified group of employees nor are any such employees, andin their capacities as employees, represented by any labor union. As to the knowledge collective bargaining agreements disclosed on SCHEDULE 2.19, neither the Company nor the Subsidiaries is in material default thereunder. Except as set forth in SCHEDULE 2.19, there are no Claims, controversies, labor disturbances, or investigations pending, or to the Knowledge of the CompanyCompany and the Controlling Shareholders, there has been no labor union prior to the date hereof organizing threatened, by any governmental agency or by employees of the Company or the Subsidiaries or any party or parties representing any of its such employees against the Company or the Subsidiaries into one before any court, arbitrator or more collective bargaining units; (v) other tribunal. To the Knowledge of the Company and the Controlling Shareholders, there are no complaints, lawsuits, arbitrations organizational efforts presently being made or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation union with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any the Subsidiaries nor has there been in the last five (5) years. Neither the Company nor the Subsidiaries has experienced a work stoppage, strike, lock-out or other labor disturbance within the past five (5) years, and there is no work stoppage, strike, lock-out or other labor disturbance presently occurring, or, to the Knowledge of its the Company and the Controlling Shareholders, threatened. The Company and the Subsidiaries other than those have complied in all material respects with all applicable Legal Requirements relating to their respective employees, the employment of labor, and the safety and health of employees, including, without limitation, all applicable Legal Requirements relating to occupational health and safety, discrimination, unemployment, wages, hours, the Family and Medical Leave Act, collective bargaining, and the collection and payment of withholding taxes and similar taxes in respect of the business of the Company and the Subsidiaries. Except as set forth in Section 3.21(a) of the Disclosure ScheduleSCHEDULE 2.19, true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contractsunfair labor practice charges, severance agreementscharges of discrimination, confidentiality agreements (or other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of complaints pending against the Company or any Subsidiary theretothe Subsidiaries involving employees now or previously employed by the Company or the Subsidiaries.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Mail Well Inc)
