Employment Matters Clause Samples
The 'Employment Matters' clause addresses issues related to employees in the context of a transaction or agreement. It typically outlines the responsibilities of the parties regarding employee contracts, benefits, and obligations, such as the transfer of employees, continuation of employment terms, or handling of accrued entitlements. This clause ensures that both parties are clear on how employment-related matters will be managed, thereby minimizing disputes and ensuring a smooth transition for affected employees.
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Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal emp...
Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing.
(b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective...
Employment Matters. There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company’s knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.
Employment Matters. Individuals employed at the Charter School shall not be considered employees of the State Board or the Department.
Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensa...
Employment Matters. Seller shall establish its own group health insurance benefit plan, effective as of the Closing Date, under which all eligible employees (and their eligible dependents) of Seller and its Affiliates (other than the Acquired Companies) shall participate as of the Closing Date. Buyer shall cooperate with Seller in Seller's efforts to obtain such group health insurance coverage. In the event that Seller cannot obtain such coverage as of the Closing Date, then Buyer shall permit those participants in the PromptCare health insurance benefit plan who are employees of Seller or an Affiliate thereof (other than an Acquired Company), and the eligible dependents of such employees, to continue to be covered under the PromptCare health insurance benefit plan until such time as the Seller obtains group health insurance coverage for such employees and dependents (but not more than 18 months), subject to any insurance carrier consent which may be required under the PromptCare group health insurance policy, and provided that Seller shall reimburse Buyer, promptly upon Buyer's request, for the cost of the continued coverage under the PromptCare group health insurance policy of all employees (other than employees of the Acquired Companies) and their eligible dependents, and shall indemnify Buyer and the Acquired Companies from and against any liability relating to such continued coverage (which indemnity shall not be subject to any basket, deductible or limitation as provided in Section 10.4 above). Except to the extent provided pursuant to the preceding sentence, all employees of Seller and its Affiliates (other than the Acquired Companies), and the dependents of such employees, shall cease participation in the PromptCare group health insurance plan as of the Closing Date. Seller and Buyer shall cooperate to provide for a spin-off of that portion of Seller's 401(k) plan which holds the accounts of current employees of the Acquired Companies, and a plan-to-plan transfer of such accounts to a 401(k) plan established by Buyer as of the Closing Date or as soon as practicable thereafter.
Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employ...
Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.
Employment Matters. (a) Each Subsidiary is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labour practice. No unfair labour practice complaint against any Subsidiary is pending before any labour relations board or similar governmental tribunal or agency and no notice has been received by any Subsidiary of any complaints filed by any employees against a Subsidiary claiming that a Subsidiary has violated any employee or human rights or similar legislation in any jurisdiction in which the business of the Subsidiary is conducted.
(b) Other than as disclosed to the Buyer:
(i) None of the Subsidiaries is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any director or officer of any of the Subsidiaries which cannot be terminated without payment of a maximum of 12 times such individual’s monthly salary.
(ii) None of the Subsidiaries has any employee or consultant whose employment or contract with the Subsidiary cannot be terminated without payment upon a maximum of 12 months’ notice.
(iii) None of the Subsidiaries is subject to any current, or to the knowledge of the Seller, pending or threatened strike or lockout.
(iv) To the knowledge of the Seller, the Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of the Subsidiaries, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Subsidiaries, as the case may be (collectively referred to in this subsection as the “Plans”) and all Plans maintained by or binding upon any of the Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by any of the Subsidiaries from any such regulatory authority.
(v) To the knowledge of the Seller, no action has been taken, no event has occurred and no condition or circumstance e...
Employment Matters. (i) Except as set forth in Schedule “C”, Section (n)(i) of the Cannex Disclosure Letter, neither Cannex nor any of its Subsidiaries has entered into any binding Contract providing for severance, termination or other change in control-related payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of a change in control of Cannex.
(ii) Neither Cannex nor its Subsidiaries (A) is a party to any collective bargaining agreement, or (B) is subject to any application for certification or, to the knowledge of Cannex, actual or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement.
(iii) Cannex and its Subsidiaries are and have been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by Cannex or any of its Subsidiaries as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of Cannex or any of its Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. There are no Actions against Cannex or any of its Subsidiaries pending, or to the knowledge of Cannex, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of Cannex or any of its Subsidiaries, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Laws.
(iv) Neither Cannex nor its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Cannex, threatened, or any litigation actual, or to...