Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 6 contracts
Sources: Merger Agreement (Microsemi Corp), Merger Agreement (PMC Sierra Inc), Agreement and Plan of Merger (PMC Sierra Inc)
Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any agreement, labor union contract contract, or trade union agreement or work rules(each a “Collective Bargaining Agreement”), nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union or trade union, works council or other representative body to organize any employees of the Company or any of its Subsidiaries.
; (biii) As no Collective Bargaining Agreement is being negotiated by the Company or any of the date of this Agreementits Subsidiaries, and (iv) since January 1, 2009, there has not been any strike, lockout, slowdown, work stoppage, grievance or other labor dispute against the Company or any of its Subsidiaries nor is no material any strike, lockout, slowdown, or work stoppage, grievance or other labor dispute pending or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may interfere with respect to employees the respective business activities of the Company or any of its SubsidiariesSubsidiary.
(cb) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the The Company or and its Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable laws, rules and regulations regarding wage and hour requirements, immigration status, discrimination in employment, employee health and safety, worker classification and collective bargaining), except for such noncompliance that would reasonably be expected, individually or in the aggregate, to not be material to the Company and its Subsidiaries, taken as a whole.
(dc) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in withheld all material respects with all amounts required by applicable local, state, federal and foreign Laws relating Law to employment, including, without limitation, Laws relating to discrimination, hours of work and be withheld from the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresssalaries, and (iii) as of the date of this Agreementother payments to employees, there and are no complaints or lawsuits, pending ornot, to the Knowledge of the Company, threatened against liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company or nor any of its Subsidiaries brought by or on behalf of is liable for any applicant for employment, any current employee or any class of the foregoing, relating material payment to any such Lawstrust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or alleging breach other benefits for employees (other than routine payments to be made in the ordinary course of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection business consistent with the employment relationshippast practice).
(ed) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole:
(i) No current or former independent contractor of the Company or any of its Subsidiaries could be deemed to be a misclassified employee;
(ii) No independent contractor is eligible to participate in any Employee Plan; and
(iii) Neither the Company nor any of its Subsidiaries has ever had any temporary or leased employees that were not treated and accounted for in all respects as employees of such Company or Subsidiary.
Appears in 5 contracts
Sources: Merger Agreement (3PAR Inc.), Merger Agreement (Hewlett Packard Co), Merger Agreement (Hewlett Packard Co)
Labor Matters. Neither the Texas Company nor any of its ------------- Subsidiaries is the subject of any material proceeding asserting that it or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the knowledge of the Texas Company, threatened in writing, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Texas Company or any of its Subsidiaries, except in each case as would not, individually or in the aggregate, have a material adverse effect on the Texas Company. Additionally, except as disclosed in Section 4.23 of the Texas Company Disclosure Schedule, (a) Neither neither the Texas Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any agreement, (b) there is no unfair labor union contract or trade union agreement or work rules, nor are there any employees of practice complaint against the Texas Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Texas Company, are therethreatened before the National Labor Relations Board that would, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of if adversely determined against the Texas Company or any of its Subsidiaries.
, have a material adverse effect on the Texas Company, (bc) As of the date of this Agreement, there is no material labor strike or organized slow down or stoppage actually pending or, to the Knowledge knowledge of the Texas Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of threatened against the Texas Company or any of its Subsidiaries.
(c) As Subsidiaries which involves the employees of the date Texas Company or any of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to its Subsidiaries and which would have a material adverse effect on the Knowledge of the Texas Company, threatened against (d) no private agreement restricts the Texas Company or any of its Subsidiaries that would reasonably be expectedfrom relocating, closing or terminating any of its operations or facilities, and (e) except for plant closings or layoffs that, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in have a material adverse effect on the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Texas Company, threatened against neither the Texas Company or nor any of its Subsidiaries brought by has implemented any plant closing or on behalf layoff of any applicant for employmentemployees that could reasonably be expected to require notification under the Worker Adjustment Retraining and Notification Act of 1988, any current employee as amended, or any class of similar state or local Law or regulation and no such layoffs will be implemented before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipEffective Time.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 4 contracts
Sources: Merger Agreement (Boss Investment LLC), Merger Agreement (Apollo Investment Fund Iv Lp), Merger Agreement (Group Maintenance America Corp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(bi) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except except as would not reasonably be expected, individually or result in the aggregate, to be any material liability to the Company and its Subsidiaries, taken as a whole, (iA) neither the Company and each nor any of its Subsidiaries are and have been in compliance in all material respects is a party to or otherwise bound by work rules or a collective bargaining agreement or other similar Contract with all applicable locala labor union or labor organization (collectively, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining“CBAs”), (iiB) nor is the Company and or any of its Subsidiaries have not received notice the subject of any charge or complaint with respect to or relating to them pending before proceeding asserting that the United States Equal Employment Opportunity Commission Company or any other Governmental Entity responsible for of its Subsidiaries has committed an unfair labor practice or is seeking to compel the prevention of unlawful employment practicesCompany to bargain with any labor union or labor organization, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation (C) nor is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against threatened, nor has there been since January 1, 2012 and prior to the Company or any date of its Subsidiaries brought by or on behalf of any applicant for employmentthis Agreement, any current employee labor strike, walkout, work stoppage, slow-down or any class lockout affecting Company Employees. On and after the date of the foregoingthis Agreement, relating to any such Lawsthere has been no labor strike, walkout, work stoppage, slow-down or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The lockout affecting Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable dataEmployees, except in each case as would not reasonably be expectedlikely to have, individually or in the aggregate, to be a Company Material Adverse Effect. Except as would not result in any material liability to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, 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, there are no organizational efforts with respect to the formation of a collective bargaining unit being made or threatened involving employees of the Company or any of its Subsidiaries.
(ii) The Company is, and has been since January 1, 2012, in compliance with all applicable Laws governing employment or labor, including all contractual commitments and all such Laws relating to wages, hours, worker classification, contractors, immigration, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. The Company does not have any material requirement under Contract or Law to provide notice to, or to enter into any consultation procedure with, any labor union or other organization in connection with the execution of this Agreement or the transactions contemplated by this Agreement.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement (At&t Inc.)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees Labor Agreement and no employee of the Company or any of its Subsidiaries who areis represented by any labor union, works council, or similar labor organization or employee representative body with respect to his or her employment with the Company or its Subsidiary. There is no, and since December 31the Applicable Date there has been no, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor threatened union to organize any representation petition involving employees of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no, and since the Applicable Date there have not been any, union organizing activities with respect to any employees of the Company or its Subsidiaries.
(b) As of There is, and since the date of this AgreementApplicable Date there has been, there is no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor arbitration, material pending labor grievances, or other material labor dispute pending, or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown against or lockout with respect to employees of involving the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the The Company or and its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws respecting labor, employment and employment practices, including all such Laws respecting terms and conditions of employment, wages and hours, worker classification (including the classification of exempt and non-exempt employees and of independent contractors), discrimination, retaliation, harassment, workers’ compensation, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), recordkeeping, whistleblowing, disability rights or benefits, equal opportunity, pay transparency, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave (including family and medical leave) issues, child labor, unemployment insurance, and occupational health and safety requirements, in each case other than any non-compliance that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressMaterial Adverse Effect. There are, and (iii) as of since the date of this AgreementApplicable Date there have been, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment, wrongful termination of employment or other than any other discriminatory, wrongful or tortious conduct such matters described in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to the Company or any of its Subsidiaries which would reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) The Company and each of its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which any of them is or, within the past three years, has been made aware. With respect to each such allegation with potential merit, the Company and its SubsidiariesSubsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, taken as a wholedirectors, employees, contractors or agents of the Company and its Subsidiaries that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.
Appears in 4 contracts
Sources: Merger Agreement (Earthstone Energy Inc), Merger Agreement (Earthstone Energy Inc), Merger Agreement (Permian Resources Corp)
Labor Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes.
(b) Neither the Company nor any of its Subsidiaries is is, or hasfrom January 1, since December 31, 2012, 2018 to the date of this Agreement has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any other similar agreement with any labor organization, labor union contract or trade other employee representative, and, to the Company’s knowledge, from January 1, 2018 through the date of this Agreement, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, officer, or employee of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, (i) there are no unfair labor practice complaints pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union agreement representation questions involving any director, officer, or work rulesemployee (including any former director, nor are there any employees officer, or employee) of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, with respect to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
, and (bii) As since January 1, 2018 there has not been, and there is, no labor strike, slowdown, stoppage, picketing, interruption of the date of this Agreement, there is no material work or lockout pending or, to the Knowledge of the Company’s knowledge, threatened, labor strike, walkout, work stoppage, slowdown threatened against or lockout with respect to employees of affecting the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the The Company and its Subsidiaries have not received notice of entered into any charge or complaint agreement with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesworks council, labor union, or notice similar labor organization that would require the Company to obtain the consent of, or provide advance notice, to such works council, labor union or similar labor organization of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of transactions contemplated by this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 4 contracts
Sources: Merger Agreement (Astrazeneca PLC), Merger Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Alexion Pharmaceuticals, Inc.)
Labor Matters. (a) None of the employees of the Partnership or any of its Subsidiaries is represented in his or her capacity as an employee of the Partnership or any of its Subsidiaries by any labor organization. Neither the Company Partnership nor any of its Subsidiaries is has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of the Partnership or hasany of its Subsidiaries, since December 31, 2012, been, a party to nor has the Partnership or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor union contract or trade union agreement or work rules, nor are there organization as the bargaining agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Partnership or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Except for such matters which would reasonably be expectednot have, individually or in the aggregate, to be material to a Partnership Material Adverse Effect, neither the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each Partnership nor any of its Subsidiaries are and have been in compliance in all material respects with all applicable localhas received written notice since December 31, state2013, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity Authority responsible for the enforcement of labor, employment, wages occupational health and hours of worksafety, child labor, immigration, workplace safety or occupational safety and health insurance/workers compensation laws to conduct an investigation of the Partnership or any of its Subsidiaries with respect to or relating such matters, and, to them or notice that the Knowledge of the Partnership, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no (and (iii) as of have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of the Partnership or any of its Subsidiaries, (ii) to the Knowledge of the Partnership, there are is no complaints (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or lawsuitsthreatened against the Partnership or any of its Subsidiaries, (iii) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding (other than routine individual grievances) pending or, to the Knowledge of the CompanyPartnership, threatened against the Company Partnership or any of its Subsidiaries brought by and (iv) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or on behalf work stoppage in effect or, to the Knowledge of the Partnership, threatened with respect to any employees of the Partnership or any of its Subsidiaries. Neither the Partnership nor any of its Subsidiaries has any current or contingent liabilities under the Worker Adjustment and Retraining Notification Act of 1988 as a result of any applicant for employment, any current employee action taken by the Partnership or any class of its Subsidiaries in the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating two-year period prior to the confidentiality, security, use and treatment date of employee information and personally identifiable data, except in each case as this Agreement. Except for such non-compliance which would not reasonably be expectedhave, individually or in the aggregate, to be material to a Partnership Material Adverse Effect, the Company Partnership and each of its SubsidiariesSubsidiaries is, taken and during the three-year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as a wholeemployees and/or independent contractors).
Appears in 4 contracts
Sources: Merger Agreement (MPLX Lp), Merger Agreement (Marathon Petroleum Corp), Merger Agreement (Markwest Energy Partners L P)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2001 has been, a party to any or bound by a collective bargaining agreement or other similar agreement with any labor union contract or trade union labor organization applicable to the employees of the Company or any of its Subsidiaries, and no such agreement is currently being negotiated. Since January 1, 2001, no representation election petition or work rules, nor are there application for certification has been filed by any employees of the Company or any of its Subsidiaries who areSubsidiaries, nor is such a petition or since December 31application pending with the National Labor Relations Board or any Governmental Entity, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any no labor union is currently engaged in or threatening, organizational efforts with respect to organize any employees of the Company or any of its Subsidiaries. Since January 1, 2001, no labor dispute, strike, slowdown, picketing, work stoppage, lockout or other collective labor action involving the employees of the Company or any of its Subsidiaries has occurred or is in progress or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.
(b) As Each of the date Company and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of this Agreementemployment, there immigration and wages and hours, and is not engaged in any unfair or unlawful labor practice, except as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company.
(c) There is no material pending orLitigation pending, or to the Knowledge of the Company threatened, between the Company or any of its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand, that individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on the Company.
(d) To the Knowledge of the Company, threatenedsince January 1, labor strike2004, walkout, work stoppage, slowdown or lockout with respect to employees no employee of the Company or any of its SubsidiariesSubsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any material applicable Law, in each case, by the Company, any of its Subsidiaries or any of their respective officers or directors.
(ce) As Section 3.17(e) of the date of this AgreementCompany Disclosure Letter contains a complete and correct list, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any names of its Subsidiaries brought by or on behalf all directors and officers of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiariesall other Company employees, taken as a wholetogether with (i) any incentive or bonus arrangement with respect to such Person and (ii) the number of Company Options, Company Stock Awards and Performance Stock Awards held by such Person. The Company has previously provided to Parent the annual base salary or wages with respect to all Company employees.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp), Merger Agreement (Petrohawk Energy Corp)
Labor Matters. (a) Neither Section 4.10(a) of the Company nor any of its Subsidiaries Acuren Disclosure Schedule lists all Collective Bargaining Agreements to which an Acuren Entity is or has, since December 31, 2012, been, a party to or bound by and all Collective Bargaining Agreements that pertain to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any of the employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesAcuren Entity.
(b) As of the date of this AgreementSince December 31, 2021, (i) there is has been no material pending actual or, to the Knowledge Acuren’s Knowledge, threatened Labor Disputes against or affecting any Acuren Entity or involving an employee of the CompanyAcuren Entities, threatenedand no such Labor Disputes are pending, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees (ii) none of the Company Acuren Entities or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no their employees have committed any unfair labor practice or labor arbitration proceeding pending or, to as defined in the Knowledge National Labor Relations Act in connection with the operation of the Companybusinesses of the Acuren Entities, and (iii) no labor union, trade union, labor organization or group of employees of any Acuren Entity has made a pending demand (orally or in writing) for recognition or certification, and there are no union organizing attempts, card signing activity, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened against in writing to be brought or filed with the Company National Labor Relations Board or its Subsidiaries that any other labor relations tribunal or authority. Except as has not resulted, and would not reasonably be expectedexpected to result, individually or in the aggregate, in an Acuren Material Adverse Effect, each Acuren Entity (A) is in compliance with any Collective Bargaining Agreement or Law pertaining to labor, employment or employment practices including all Laws regarding worker classification, health and safety, wages and hours, labor relations, employment discrimination, disability rights or benefits, equal opportunity, immigration, worker authorization, plant closures and layoffs, affirmative action, employee leave issues, pay equity, unemployment insurance and workers’ compensation and (B) is not, and has not been since December 31, 2021, a party to any Action alleging a violation of any Collective Bargaining Agreement or Law pertaining to labor, employment or employment practices, nor, to Acuren’s Knowledge, is any such Action pending or threatened.
(c) To Acuren’s Knowledge, no Acuren Service Provider is in material violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to any Acuren Entity; or (ii) to a former employer of any such Acuren Service Provider, with respect to (A) the right of any such Acuren Service Provider to be material to employed or engaged by an Acuren Entity or (B) the Company and its Subsidiaries, taken as a wholeknowledge or use of trade secrets or proprietary information in connection with such Acuren Service Provider’s employment or engagement by an Acuren Entity.
(d) Acuren has made available to NV5 a true and complete list, as of the date hereof, of each employee of the Acuren Entities, including, for each employee, their respective names, titles, business location, employing entity, current annual salary or hourly rate, date of hire, classification as exempt or non-exempt under applicable state or federal overtime Laws, accrued but unused vacation, visa type (if any), and active or inactive status.
(e) Each of the Acuren Entities is, and since December 31, 2021 has been, in material compliance, with all federal, state and other Laws respecting labor, employment, and employment practices including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, sexual misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, workers compensation, wage payment, retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs, terminations, fair labor standards, family and medical leave, sick leave, or any other labor and employment-related matters. There are no material Actions against any of the Acuren Entities pending or to Acuren’s Knowledge, threatened, and there have been no Actions against the Acuren Entities for the three (3)-year period ending on the date of this Agreement, under any Law relating to employees or employment practices or with respect to breaches of any such Law.
(f) Within the last three (3) years, none of the Acuren Entities: (i) has been found in violation in any material respect of any Laws relating to employees or other labor-related matters; (ii) is or has been a party to, or otherwise bound by, any material consent decree with, or material citation by, any Governmental Authority relating to current or former employees, officers or directors or employment practices; and (iii) is or has been subject to any material audit or investigation by the National Labor Relations Board, the Equal Employment Opportunity Commission, Occupational Safety and Health Administration, the Department of Labor, U.S. Citizen and Immigration Services, or any comparable Governmental Authority, or subject to material fines, penalties, or assessments associated with such audits or investigations.
(g) Except as has not resulted, and would not reasonably be expectedexpected to result, individually or in the aggregate, to be material to the Company and its Subsidiariesin an Acuren Material Adverse Effect, taken as a wholesince December 31, 2021, each Acuren Entity (i) the Company has fully and each of its Subsidiaries are timely paid all earned and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime accrued wages, classification of salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that has come due and payable to their respective current or former employees and independent contractorscontractors under applicable Law, health and safety, layoffs and plant closings and collective bargainingContract or policy, (ii) the Company and its Subsidiaries have has not received notice incurred any liability as a result of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent misclassification of any Governmental Entity responsible for the enforcement of laborPerson as an independent contractor rather than as an employee or as “exempt” or “nonexempt” from wages, employment, wages hourly and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresswithholding requirements under applicable Law, and (iii) as to Acuren’s Knowledge, is not delinquent in payments to any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid under applicable Law, Contract or policy.
(h) Since December 31, 2021, none of the date of this AgreementAcuren Entities has conducted any “mass layoff” or “plant closing” (each as defined under the WARN Act or any similar applicable state Law). Since December 31, 2021, there are have been no complaints layoffs, furloughs or lawsuits, pending or, to the Knowledge salary or wage reductions by any of the Company, threatened against Acuren Entities that triggered a requirement to provide notice under the Company WARN Act or any of its Subsidiaries similar applicable state law.
(i) In the last three (3) years, there has been no formal material allegation brought (internally or otherwise) by any current or on behalf of former employee of, or any current or former independent contractor or consultant to, the Acuren Entities, or by any applicant for employmentemployment with the Acuren Entities, any current that an officer, director, or management employee or any class of the foregoingAcuren Entities has engaged in sexual harassment, relating to any such Lawsemployment discrimination, or alleging breach misconduct.
(j) All employees of the Acuren Entities employed in the United States are: (i) United States citizens or lawful permanent residents of the United States; (ii) aliens whose right to work in the United States is unrestricted; or (iii) aliens who have valid, unexpired work authorizations issued by the United States government. Since December 31, 2021, the Acuren Entities have not been the subject of an immigration compliance or employment visit from, been assessed any material fine or penalty by, or been the subject of any express material order or implied contract directive of, the United States Department of employmentLabor, wrongful termination the United States Department of employment Justice, the United States Department of Homeland Security, the U.S. Citizen and Immigration Services, or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipsimilar Governmental Authority.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (NV5 Global, Inc.), Merger Agreement (Acuren Corp), Merger Agreement (Acuren Corp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any agreement, labor union contract contract, or trade union agreement or work rules, nor are there any (each a “Collective Bargaining Agreement”) which pertains to employees of the Company or any of its Subsidiaries who arethe Subsidiaries.
(b) As of the date hereof, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (i) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries.
; (bii) As no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries; (iii) there are no strikes, lockouts, slowdowns or work stoppages against the date Company or any of this Agreement, there is no material its Subsidiaries pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may interfere with respect to employees the respective business activities of the Company or any of its Subsidiaries.
; (civ) As of the date of this Agreement, there is are no unfair grievances or other labor practice or labor arbitration proceeding disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, ; and (iiiv) as of the date of this Agreement, there are no unfair labor practice charges, grievances or complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class group of the foregoingemployees, relating to any such Lawsin each case, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct than as would not result in connection with the employment relationshipa Company Material Adverse Effect.
(ec) The Company is and its Subsidiaries have complied since January 1, 2015, in compliance all material respects, with all applicable Laws relating and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, civil rights, discrimination in employment, employee health and safety, collective bargaining, workers’ compensation and the collection and payment of withholding and/or social security taxes). The Company and its Subsidiaries have complied since January 1, 2015 with the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing”, and there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case the Subsidiaries within the six (6) months prior to the date hereof. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, Subsidiaries taken as a whole, the Company and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, salaries and other payments to employees, and are not, to the Knowledge of the Company, liable for any arrears of wages or any taxes or penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material outstanding payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice).
Appears in 3 contracts
Sources: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Labor Matters. Except as set forth in Section 3.20 of the Disclosure Schedule, (a) Neither the Company nor any of its Subsidiaries Seller is or has, since December 31, 2012, been, not a party to any collective bargaining agreement or any other labor union contract applicable to persons employed by the Seller in connection with the Business, and currently there are no organizational campaigns, petitions or trade union agreement or work rulesother unionization activities seeking recognition of a collective bargaining unit which could affect the Business, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreementthere are no controversies, there is no material strikes, slowdowns or work stoppages pending or, to the Knowledge of the CompanySeller, threatenedthreatened between the Seller and any of its employees employed in connection with the Business, labor and the Seller has not experienced any such controversy, strike, walkout, work stoppage, slowdown or lockout with respect to employees of work stoppage within the Company or any of its Subsidiaries.
past three years, (c) As the Seller has not breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining or union contract applicable to employees employed in connection with the date of this AgreementBusiness, and there is are no grievances outstanding against the Seller under any such agreement or contract which could result in any material liability, (d) there are no unfair labor practice or labor arbitration proceeding complaints pending or, to the Knowledge of the Company, threatened against the Company Seller before the National Labor Relations Board or its Subsidiaries that would reasonably be expected, individually or any other Governmental Authority which could result in the aggregate, to be any material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeliability, (ie) the Company and each of its Subsidiaries are and have been Seller is currently in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentthe employment of labor with respect to the Business, includingincluding those related to wages, without limitationhours, Laws relating to discrimination, hours of work collective bargaining and the payment and withholding of wages taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or overtime is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees of the Seller employed in connection with the Business and is not liable for any arrears of wages, classification Taxes, penalties or other sums for failure to comply with any of employees and independent contractors, health and safety, layoffs and plant closings and collective bargainingthe foregoing, (iif) the Company Seller has paid in full to all of the current and its Subsidiaries have not received notice former employees of any charge the Seller employed in connection with the Business or complaint adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, (g) there is no material claim with respect to payment of wages, salary or relating to them pending before the United States Equal Employment Opportunity Commission overtime pay that has been asserted or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, now pending or, to the Knowledge of the CompanySeller, threatened against the Company or Seller before any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating Governmental Authority with respect to any such Laws, Persons currently or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct formerly employed by the Seller in connection with the Business, (h) the Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment relationship.
(e) The Company is in compliance with all Laws practices relating to the confidentialityBusiness, security, use and treatment (i) there is no charge or proceeding with respect to a material violation of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually any occupational safety or in the aggregatehealth standard that has been asserted or is now pending or, to be material the Knowledge of the Seller, threatened with respect to the Company Seller relating to the Business and its Subsidiaries(j) there is no charge of discrimination in employment or employment practices, taken as a wholefor any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Knowledge of the Seller, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Seller has employed or currently employs any Person in connection with the Business.
Appears in 3 contracts
Sources: Asset Purchase Agreement (NewPage CORP), Asset Purchase Agreement (NewPage Holding CORP), Asset Purchase Agreement (Glatfelter P H Co)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings subject of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against Action asserting that it has committed an unfair labor practice (within the Company meaning of the National Labor Relations Act or its Subsidiaries that would reasonably be expectedcomparable Applicable Law) or other violation of Applicable Law concerning labor or employment, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except except as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually or in the aggregate, seeking to be material to compel the Company and or any of its Subsidiaries, taken as a whole, (i) Subsidiaries to bargain with or otherwise recognize any Employee Representative Body. Neither the Company and each nor any of its Subsidiaries are and have been in compliance in all party or otherwise subject to any Collective Bargaining Agreement or subject to any material respects with all applicable localbargaining order, state, federal and foreign Laws injunction or other Order relating to employmentthe Company’s or any of its Subsidiaries’ relationship or dealings with its employees, includingany Employee Representative Body, without limitation, Laws relating to discrimination, hours and no employee of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and or any of its Subsidiaries have not received notice of any charge is represented by an Employee Representative Body. There is no strike, picketing, slowdown, lockout, stoppage or complaint with respect to other job Action or relating to them pending before labor dispute involving the United States Equal Employment Opportunity Commission Company or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, its Subsidiaries pending or, to the Knowledge of the Company, threatened against and there have been no such Actions or disputes in the past five years. To the Knowledge of the Company, in the past five years, there has not been any attempt by employees of the Company or any of its Subsidiaries brought or any Employee Representative Body to organize, represent or certify a collective bargaining unit or to engage in any other labor organizing activity with respect to the workforce of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is required by Applicable Law or on behalf any Collective Bargaining Agreement to provide any notice to, consult with, or obtain the consent of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct Employee Representative Body in connection with the employment relationshipexecution of this Agreement or the Merger.
(eb) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Except as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually or in the aggregate, to be material to the Company and its SubsidiariesSubsidiaries are, taken and since October 1, 2018, have been, in compliance with all Applicable Laws respecting immigration, employment and employment practices, terms and conditions of employment, including, but not limited to, plant closures and layoffs, working time, wages and hours, calculation of holiday pay and the classification of employees as a wholeexempt or non-exempt from minimum wage and overtime pay under Applicable Laws and the classification of workers as employees or independent contractors.
(c) To the Knowledge of the Company, in the last five years, no allegations of sexual harassment, sexual misconduct, discrimination or similar misconduct have been made against (i) any current or former officer or director of the Company or any of its Subsidiaries or (ii) any current or former employee of the Company or any of its Subsidiaries at the level of vice president or higher, and no settlement or release agreement has been executed by the Company or any of its Subsidiaries in connection with any such allegations in (i) or (ii) above.
Appears in 3 contracts
Sources: Merger Agreement (CMC Materials, Inc.), Merger Agreement (CMC Materials, Inc.), Merger Agreement (Entegris Inc)
Labor Matters. (a) Neither No member of the Company nor any of its Subsidiaries Buyer Group is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, applicable to the Knowledge of employees and there are not any, and during the Companypast five years (5) have been no, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any of the employees pending or under discussion with any labor organization or group of employees of any member of the Company Buyer Group. No member of the Buyer Group is engaged in any unfair labor practice, as defined in the National Labor Relations Act. There is no unfair labor practice charge or complaint pending, or to the Knowledge of the Buyer threatened, before any applicable Governmental Entity relating to any member of its Subsidiariesthe Buyer Group.
(b) As of the date of this Agreement, there There is no material labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the CompanyBuyer, threatenedthreatened against or affecting any member of the Buyer Group, labor and no member of the Buyer Group has experienced any strike, walkout, slowdown or work stoppage, slowdown lockout or lockout other collective labor action by or with respect to the employees of in the Company or any of its Subsidiariespast five (5) years.
(c) As The Buyer Group is and during the past five (5) years has been in compliance with all Applicable Laws relating to employment and employment practices, including discrimination or harassment in employment, terms and conditions of the date employment, termination of this Agreementemployment, there is no unfair labor practice or labor arbitration proceeding pending orwages, to the Knowledge overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, and classification of the Companyemployees, threatened against the Company or its Subsidiaries that consultants and independent contractors where any such non-compliance would not reasonably be expected, individually or in the aggregate, expected to be material to the Company and its SubsidiariesBuyer Group, taken as a whole.
(d) Except as would not reasonably be expected, individually or in No member of the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localBuyer Group has received any written notice from any national, state, federal and local or foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages agency or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours labor or employment laws of work, child labor, immigration, or occupational safety and health laws an intention to conduct an investigation with respect of any member of the Buyer Group and to or relating to them or notice that the Knowledge of the Buyer, no such investigation is in progress, and (iii) as . No member of the date of this AgreementBuyer Group is a party to, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentotherwise bound by, any current employee consent decree with, or citation by, any class of the foregoing, Governmental Entity relating to any such Laws, employees or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshippractices.
(e) The Company To the Knowledge of the Buyer, there has not been, and the Buyer does not anticipate or have any reason to believe that there will be, any adverse change in relations with employees as a result of the announcement of the transactions contemplated by this Agreement. To the Knowledge of the Buyer, no current employee or officer of any member of the Buyer Group intends, or is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in to terminate his employment relationship with such entity following the aggregate, to be material to consummation of the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby.
Appears in 3 contracts
Sources: Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.)
Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areSubsidiaries, and (iii) the Company does not have knowledge of any activity or Proceeding of any labor organization (or representative thereof) to organize any such employees.
(b) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, other similar agreement with any labor union, or since December 31other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, 2012 have been, represented by a works council or a labor organization, noror, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31other than such matters that would not reasonably be expected to have, 2012 have there beenindividually or in the aggregate, a Company Material Adverse Effect.
(c) There is no strike, concerted slowdown, work stoppage or lockout pending, or, to the knowledge of the Company, threatened, against the Company or any pending activities or proceedings of any labor union to organize its Subsidiaries involving any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since December 31, (i) the Company and each of its Subsidiaries are and 2021 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(e) Since December 31, 2021, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole., to the knowledge of the Company: (i) the Company and its Subsidiaries have reasonably investigated all sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company and its Subsidiaries; (ii) with respect to each such allegation (except any that the Company and its Subsidiaries reasonably determined to not have merits), the Company and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action;
Appears in 3 contracts
Sources: Merger Agreement (Conocophillips), Merger Agreement (Marathon Oil Corp), Merger Agreement (Marathon Oil Corp)
Labor Matters. (a) Neither As of the date of this Agreement, no employees of the Company nor or of any of its Subsidiaries is are represented by any labor union or has, since December 31, 2012, been, a party to any collective bargaining agreement organization. As of the date of this Agreement, no labor organization or any labor union contract or trade union agreement or work rules, nor are there any group of employees of the Company or any of its Subsidiaries who arehas made a pending demand for recognition or certification, and there are no representation or since December 31, 2012 have been, represented by certification proceedings or petitions seeking a works council or a labor organization, norrepresentation proceeding presently pending or, to the Knowledge Company’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge as of the Company, are there, nor since December 31, 2012 have there been, any pending activities date hereof no facts or proceedings event exists that is likely to give rise to a violation of any labor union to organize any employees of Section 4.13 on or before the Company or any of its SubsidiariesEffective Time.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Except as would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to be employees of and service providers of the Company: the Company complies and has complied in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Law respecting employment discrimination, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company Company’s knowledge, threatened with respect to such Law, either by private individuals or by governmental agencies; and its Subsidiaries, taken as a wholeall United States employees are at will.
(dc) Except To the Company’s knowledge, it is not, nor has it been, engaged in any material unfair labor practice within the past three (3) years. There is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company’s knowledge, threatened, before the National Labor Relations Board or any other comparable foreign or domestic authority or any workers’ council, except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be a Company Material Adverse Effect.
(d) No material grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships (involving more than one employee) is pending, and no claims therefor exist or have, to the Company and its SubsidiariesCompany’s knowledge, taken as a wholebeen threatened; no labor strike, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable locallock-out, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesslowdown, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation work stoppage is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, threatened against or directly affecting the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipCompany.
(e) The All Persons who are or were performing services for the Company is in compliance with all Laws relating and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of Law to be so classified, and the confidentiality, security, use Company has fully and treatment of employee information and personally identifiable dataaccurately reported their compensation on IRS Forms 1099 when required to do so, except in each case as where any such failure would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany.
Appears in 3 contracts
Sources: Merger Agreement (Sybron Dental Specialties Inc), Merger Agreement (Danaher Corp /De/), Merger Agreement (Danaher Corp /De/)
Labor Matters. (a) Neither the Company Ohm nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesLabor Agreement with, nor are there any employees and no employee of the Company Ohm or any of its Subsidiaries who areis represented by, any labor union, works council, or since December 31, 2012 have been, represented by a works council or a other labor organization, nor. There is no pending or, to the Knowledge knowledge of the CompanyOhm, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor threatened union to organize any representation petition involving employees of the Company Ohm or any of its Subsidiaries. As of the date hereof, neither Ohm nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Applicable Date. As of the date hereof, Ohm and its Subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the Transactions.
(b) As of the date of this Agreementhereof, there is no unfair labor practice, charge or grievance arising out of a Labor Agreement or any other material pending labor-related Proceeding against Ohm or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyOhm, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreementhereof, there is is, and since the Applicable Date has been, no unfair strike, organized labor practice slowdown, concerted work stoppage, lockout, picketing, handbilling, or other material labor arbitration proceeding pending dispute pending, or, to the Knowledge knowledge of the CompanyOhm, threatened threatened, against the Company or its Subsidiaries that would reasonably be expected, individually involving Ohm or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Ohm and its SubsidiariesSubsidiaries are, taken as a wholeand since the Applicable Date have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localLaws respecting labor, state, federal employment and foreign Laws relating to employment, employment practices including, without limitation, all such Laws relating to discrimination, hours respecting terms and conditions of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours hours, worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, family and medical leave and occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, affirmative action, Office of workFederal Contract Compliance Programs regulations, child labor, immigrationunemployment insurance, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressrequirements, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyOhm, threatened against the Company Ohm or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment, wrongful termination of employment or other than any other discriminatory, wrongful or tortious conduct such matters described in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, an Ohm Material Adverse Effect. Since the Applicable Date, neither Ohm nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Ohm or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, an Ohm Material Adverse Effect.
(e) Ohm and its Subsidiaries have promptly, thoroughly, and impartially investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which any of them is aware. With respect to each such allegation with potential merit, Ohm and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Ohm and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or agents of Ohm and its Subsidiaries that, if known to the Company public, would bring Ohm and its Subsidiaries, taken as a wholeSubsidiaries into material disrepute.
Appears in 3 contracts
Sources: Merger Agreement (Oasis Petroleum Inc.), Merger Agreement (Whiting Petroleum Corp), Merger Agreement (Oasis Petroleum Inc.)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there neither the Company nor any of its Subsidiaries is no material pending or, a party to the Knowledge any collective bargaining agreement or similar labor agreement with a labor organization. None of the CompanyCompany Employees are represented by any union, threatened, works council or other labor strike, walkout, work stoppage, slowdown or lockout organization with respect to employees of their employment with the Company or any of its Subsidiaries.
(c) , and the Company and its Subsidiaries have satisfied any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under any applicable collective bargaining agreement or other analogous contract in connection with this Agreement or the consummation of the transactions contemplated herein. As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, (i) to the Knowledge knowledge of the Company, threatened there are no proceedings of any labor organization to organize any of the Company Employees, and (ii) there is no, and since December 31, 2018 has been no, material labor dispute or strike, slowdown, concerted refusal to work overtime, or work stoppage against the Company or any of its Subsidiaries, in each case, pending or threatened in writing.
(b) Since December 31, 2018, neither the Company nor any of its Subsidiaries has implemented any plant closings or employee layoffs that would reasonably be expectedtrigger notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any analogous state law (the “WARN Act”) or trigger any liability under similar local law(s) relating to layoffs or reductions in force.
(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, “whistle blower” rights, sexual harassment policies, employee leave issues, the proper payment of overtime and minimum wage, and unemployment insurance, and (ii) the Company and its Subsidiaries have not since December 31, 2018 committed any unfair labor practice as defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. The Company and its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance with all applicable laws relating to the proper classification of employees and independent contractors and the proper classification of employees as exempt and non-exempt, in each case, except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually likely result in liability for the Company or the Company’s Subsidiaries in excess of $500,000 in the aggregate, to be material there are no, and during the prior three (3) years have not been, any administrative charges or court complaints pending or, to the Company and its SubsidiariesCompany’s knowledge, taken as a whole, (i) threatened in writing against the Company and each or any of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States U.S. Equal Employment Opportunity Commission or any other Governmental Entity responsible for Authority concerning alleged employment discrimination.
(e) To the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened during the prior two (2) years, no allegation of sexual harassment or other sexual misconduct have been made by any Company Employee against any other Company Employee who is in a management position with the Company or any of its Subsidiaries brought by or on behalf of Subsidiaries. The Company has not entered into and it is not a party to any applicant for employment, settlement agreement with any current employee or any class of the foregoing, Person that involved allegations relating to sexual harassment or other sexual misconduct by any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipCompany Employee.
(ef) The Section 5.14(f) of the Company is in compliance with Disclosure Letter sets forth all Laws relating to (i) material salary or benefit reductions, and (ii) furloughs and lay-offs implemented by the confidentialityCompany, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedcase, individually or in the aggregate, response to be material to the Company and its Subsidiaries, taken as a wholeCOVID-19.
Appears in 3 contracts
Sources: Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (Cerberus Telecom Acquisition Corp.)
Labor Matters. (a) Neither None of the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, Subsidiary the ("Employees") is represented in his or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees her capacity as an employee of the Company or any Subsidiary by any labor organization, and neither the Company nor any Subsidiary has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of its Subsidiaries.
(b) As any Employees. To the knowledge of the date of this AgreementCompany, there is no material pending or, to the Knowledge union organization activity involving any of the CompanyEmployees, pending or threatened. Since December 31, labor strike1995, walkoutor except as set forth in Section 3.11 of the Disclosure Schedule, there has never been union representation involving any of the Employees and there are no picketing, strikes, slowdowns, work stoppagestoppages, slowdown other job actions, lockouts, arbitrations, grievances or lockout with respect to employees other labor disputes involving any of the Company Employees, pending or any of its Subsidiaries.
(c) As threatened. Except as disclosed in Section 3.11 of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementDisclosure Schedule, there are no complaints material complaints, charges or lawsuits, pending or, to the Knowledge of the Company, threatened claims against the Company or any Subsidiary pending or, to any of its Subsidiaries their knowledge, threatened which could be brought by or on behalf of filed with any applicant for employmentpublic or governmental authority, any current employee arbitrator or any class of the foregoingcourt based on, arising out of, in connection with, or otherwise relating to any such Laws, the employment or alleging breach of any express or implied contract of employment, wrongful termination of employment or failure to employ by the Company or any other discriminatorySubsidiary of any individual. Except as set forth in Section 3.11 of the Disclosure Schedule, wrongful or tortious conduct the Company and the Subsidiaries are in connection with the employment relationship.
(e) The Company is in material compliance with all Laws laws, regulations and orders relating to the confidentialityemployment of labor, securityincluding all such laws, use regulations and treatment orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" law ("WARN"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of employee information and personally identifiable data, except in each case withholding and/or social security taxes. There has been no "mass layoff" or "plant closing" as would not reasonably be expected, individually or in the aggregate, to be material defined by WARN with respect to the Company and its Subsidiaries, taken as a wholeany Subsidiary within the six months prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Shopko Stores Inc), Merger Agreement (Citigroup Inc), Merger Agreement (Pamida Holdings Corp/De/)
Labor Matters. (a) Neither the Company Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesLabor Agreement, nor are there any employees and no employee of the Company Parent or any of its Subsidiaries who areis represented by any labor union, works council, or since December 31other labor organization by way of certification, 2012 have beeninterim certification, represented by a works council voluntary recognition or a labor organization, norsuccession rights. There is no pending or, to the Knowledge knowledge of the CompanyParent, are there, nor since December 31, 2012 have there been, any pending activities threatened union representation petition or proceedings of any labor union to organize any application involving employees of the Company Parent or any of its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Applicable Date. As of the date hereof, Parent and its Subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the Transactions.
(b) As of the date of this Agreementhereof, there is no no, and since the Applicable Date, there has been no, unfair labor practice, charge or grievance arising out of a Labor Agreement or any other material pending labor-related Proceeding against Parent or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyParent, threatened, . No labor strike, walkout, work stoppage, slowdown or lockout with respect union has applied to employees of the Company have Parent or any of its SubsidiariesSubsidiaries declared a common or related employer pursuant to any labor relations legislation in any jurisdiction where Parent or any of its Subsidiaries carries on business.
(c) As of the date of this Agreementhereof, there is is, and since the Applicable Date has been, no unfair strike, organized labor practice slowdown, concerted work stoppage, lockout, picketing, handbilling, or other material labor arbitration proceeding pending dispute pending, or, to the Knowledge knowledge of the CompanyParent, threatened threatened, against the Company or its Subsidiaries that would reasonably be expected, individually involving Parent or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Parent and its SubsidiariesSubsidiaries are, taken as a wholeand for the last three (3) years have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localLaws respecting labor, state, federal employment and foreign Laws relating to employment, employment practices including, without limitation, all such Laws relating to discrimination, hours respecting terms and conditions of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of workhours, child laborworker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, occupational safety, COVID-19, whistleblowing, disability rights or occupational safety benefits, equal opportunity, human rights, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leaves, including family and medical leave, affirmative action, Office of Federal Contract Compliance Programs regulations, child labor and unemployment or employment insurance and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressrequirements. There are, and in the last three (iii3) as of the date of this Agreementyears have been, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment, wrongful termination of employment or other than any other discriminatory, wrongful or tortious conduct such matters described in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. In the last three (3) years, neither Parent nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a federal government contractor or subcontractor or subject to the Company requirements of Executive Order 11246.
(e) Parent and its SubsidiariesSubsidiaries have promptly, thoroughly, and impartially investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which any of them is aware. With respect to each such allegation with potential merit, Parent and its Subsidiaries have taken as a wholeprompt corrective action that is reasonably calculated to prevent further improper action. Parent and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or agents of Parent and its Subsidiaries that, if known to the public, would bring Parent and its Subsidiaries into material disrepute.
Appears in 3 contracts
Sources: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining or similar agreement or with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(bii) As of the date of this Agreement, there is no material pending orunion representation petition filed with the National Labor Relations Board or any other Governmental Entity, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries, and (iii) to the Knowledge of the Company, there is no labor organizing activity by any labor union or labor organization (or representative thereof) to organize employees of the Company or its Subsidiaries.
(cb) As of the date of this Agreement, there There is no unfair labor practice charge or labor arbitration complaint or any other material complaint, material litigation or material judicial or administrative proceeding pending before the National Labor Relations Board or any other Governmental Entity, in each case, involving any employees of the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened threatened.
(c) There is no strike, slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries that by or involving any employees of the Company or any of its Subsidiaries, other than as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2020 have been been, in compliance in all material respects with all applicable localLaws respecting employment and employment practices. Neither the Company nor any of its Subsidiaries is a party to, stateor otherwise bound by, federal and foreign Laws any consent decree with, or citation by any Governmental Entity relating to employmentits employees or employment practices pursuant to which it has any material outstanding liabilities or obligations. Except as is not reasonably expected to result in material liability to the Company or any of its Subsidiaries, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint maintain accurate and complete Form I-9s with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible each of their former employees (for the prevention of unlawful time period required by applicable Law) and current employees in accordance with applicable Laws concerning immigration and employment practices, or notice of eligibility verification obligations.
(e) In the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and last three (iii3) as of the date of this Agreement, there are no complaints or lawsuits, pending or, years: (i) to the Knowledge of the Company, threatened no material allegations of sexual harassment have been made by any current or former employee of the Company against any current or former officer or director of the Company or its Subsidiaries; and (ii) neither the Company nor any of its Subsidiaries have been in involved in any material Proceedings, or entered into any material settlement agreements, related to allegations of sexual harassment or sexual misconduct by any current or former officer or director of the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Vine Energy Inc.), Merger Agreement (Chesapeake Energy Corp), Merger Agreement (Chesapeake Energy Corp)
Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any representation petition involving employees of the Company or any of its Subsidiaries, and (iii) the Company does not have Knowledge of any activity or Proceeding of any labor organization (or representative thereof) to organize any such employees.
(b) As There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, other similar agreement with any labor union, or other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge of the date of this AgreementCompany, there threatened.
(c) There is no material pending strike, concerted slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown against the Company or lockout with respect to any of its Subsidiaries involving any employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.. 21
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since December 31, (i) the Company and each of its Subsidiaries are and 2021 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The . Since December 31, 2021, neither the Company is in compliance nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case as its Subsidiaries which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect.
(e) Since December 31, 2021, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company: (i) the Company and its Subsidiaries have reasonably investigated all sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company and its Subsidiaries; (ii) with respect to each such allegation (except any that the Company and its Subsidiaries reasonably determined to not have merits), the Company and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action; (iii) no allegations of sexual harassment or sexual misconduct have been made against any current or former officer, director or employee of the Company or its Subsidiaries; and (iv) there are no Proceedings pending or, to the Knowledge of the Company, threatened related to allegations of sexual harassment or sexual misconduct by any current or former officer, director or employee of the Company or any of its Subsidiaries. Since December 31, 2021, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any current or former officer, director or employee of the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (GRIID Infrastructure Inc.), Merger Agreement (GRIID Infrastructure Inc.)
Labor Matters. (a) Neither Since January 1, 2018, the Company and each of its Subsidiaries has complied in all material respects with all Laws relating to the hiring of employees and the employment of labor, including provisions thereof relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. Since January 1, 2018, the Company and each of its Subsidiaries has met in all material respects all requirements required by Law or regulation relating to the employment of foreign citizens, including all requirements of Form I-9 Employment Verification, and neither the Company nor any of its Subsidiaries is or hascurrently employs, since December 31and has never employed, 2012any Person who was not permitted to work in the jurisdiction in which such Person was employed. Since January 1, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor2018, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, the Company and each of its Subsidiaries has complied in all material respects with all Laws that could require overtime to be paid to any pending activities current or proceedings of any labor union to organize any employees former employee of the Company or any of and its Subsidiaries.
(b) As of the date of this Agreement, there is and no material pending employee has ever brought or, to the Knowledge of the Company, threatenedthreatened to bring a claim for unpaid compensation or employee benefits, including overtime amounts.
(b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is delinquent in material payments to any of its current or former employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of the employment of any such employees.
(c) There is no unfair labor strikepractice complaint pending, walkoutor to the Knowledge of the Company, work stoppage, slowdown threatened against or lockout with respect to employees of involving the Company or any of its SubsidiariesSubsidiaries pending before the National Labor Relations Board or any other Governmental Authority.
(cd) As of the date of this Agreement, there There is no unfair labor practice strike, material dispute, slowdown or labor arbitration proceeding stoppage actually pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries. Since January 1, 2018, neither the Company nor any of its Subsidiaries has engaged in any location closing or employee layoff activities that would reasonably be expectedtrigger notice or liability under the Worker Adjustment Retraining and Notification Act of 1988, individually as amended, or in the aggregateany similar state or local plant closing or mass layoff statute, to be material to the Company and its Subsidiaries, taken as a wholerule or regulation.
(de) Except as would not reasonably be expected, individually or in the aggregate, to be material to No labor union represents any employees of the Company and its Subsidiaries, taken as a whole, (i) the Company and each or any of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating regard to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) their employment with the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesits Subsidiaries. Since January 1, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or2018, to the Knowledge of the Company, threatened against no labor union has taken any action with respect to organizing the employees of the Company or any of its Subsidiaries brought regarding their employment with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or on behalf similar agreement or union contract.
(f) To the Knowledge of the Company, (i) no Key Employee or officer of the Company or any of its Subsidiaries is a party to or is bound by any confidentiality agreement, non-competition agreement or other contract (with any Person) that would materially interfere with: (A) the performance by such officer or Key Employee of any applicant for employment, any current of his or her duties or responsibilities as an officer or employee of the Company or any class of its Subsidiaries or (B) the Company’s business or operations; or (ii) no Key Employee or officer of the Company or any of its Subsidiaries, or any group of officers of the Company, has given written notice of their interest to terminate their employment with the Company, nor does the Company have any intention to terminate the employment of any of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(eg) The Except as set forth on Schedule 3.21(g), the employment of each of the Key Employees is terminable at will without any penalty or severance obligation of any kind on the part of the employer. All material sums due for employee compensation and benefits and all vacation time owing to any employees of the Company is in compliance with all Laws relating to or any of its Subsidiaries have been duly and adequately accrued on the confidentiality, security, use and treatment accounting records of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries.
(h) Since January 1, taken 2018, with regard to any individual who performs or performed services for the Company and who is not treated as a wholean employee for Tax purposes by the Company and each of its Subsidiaries, to the Knowledge of the Company, the Company and its Subsidiaries have complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Benefit Arrangement purposes and, to the Knowledge of the Company, neither the Company nor any Subsidiary has any Liability by reason of any individual who performs or performed services for the Company or any Subsidiary, in any capacity, being improperly excluded from participating in any Benefit Arrangement. Since January 1, 2018, to the Knowledge of the Company, each of the employees of the Company and the Subsidiaries has been properly classified by the Company and the Subsidiaries as “exempt” or “non-exempt” under applicable Law except as would not be material and adverse to the Company.
(i) Except as set forth on Schedule 3.21(i), since January 1, 2018 neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any director, officer or employee.
Appears in 2 contracts
Sources: Merger Agreement (Rodgers Silicon Valley Acquisition Corp), Merger Agreement (Mountain Crest Acquisition Corp.)
Labor Matters. (a) Neither Except as listed in Section 4.12(a) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or other Contract with a labor union, labor organization or work council. Except as listed in Section 4.12(a) of its Subsidiaries the Company Disclosure Letter, as of the date hereof and since January 1, 2013, neither the Company nor any Company Subsidiary is subject to a labor dispute, strike or haswork stoppage, since December 31except as would not have or reasonably be expected to have, 2012, beenindividually or in the aggregate, a party Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof and since January 1, 2013, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any Company Subsidiary, except for those the formation of which would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no grievances currently pending against the Company or any Company Subsidiary pursuant to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, contract; nor are there any unfair labor practice complaints pending, or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Entity, or any current union representation questions involving employees of the Company or any Company Subsidiary.
(b) To the knowledge of the Company, except as would not have or reasonably be expected to have, individually or in the aggregate, a material liability to the Company and its Subsidiaries, no employees of, or service providers to, the Company or any of its Subsidiaries who areare in violation of any invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, or since December 31, 2012 have been, represented by any restrictive covenant to a works council former employer or a labor organization, nor, other third party relating to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings right of any labor union such employee or contractor to organize any employees of be employed by the Company or any of its Subsidiaries.
(b) As Subsidiary because of the date of this Agreement, there is no material pending or, to the Knowledge nature of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of business conducted by the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice Subsidiary or labor arbitration proceeding pending or, to the Knowledge use of the Company, threatened against the Company trade secrets or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeproprietary information of others.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Fairchild Semiconductor International Inc), Agreement and Plan of Merger (On Semiconductor Corp)
Labor Matters. (a) Neither the Company Except as would not be material to Parent and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any Parent Collective Bargaining Agreement, and there have not been any, and to Parent’s knowledge there are no threatened, organizational campaigns, card solicitations, petition or other unionization activity seeking recognition of a collective bargaining agreement unit relating to any current or any former Parent Service Provider. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no unfair labor union contract or trade union agreement or work rulespractice complaints pending or, nor are there any employees of to Parent’s knowledge, threatened against the Company Parent or any of its Subsidiaries who arebefore the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any current or former Parent Service Provider with respect to Parent or its Subsidiaries. Except as would not be material to Parent and its Subsidiaries, taken as a whole, there is no labor strike, slowdown, stoppage, picketing, interruption of work or since December 31, 2012 have been, represented by a works council or a labor organization, norlockout pending or, to the Knowledge of the CompanyParent’s knowledge, are there, nor since December 31, 2012 have there been, any pending activities threatened against or proceedings of any labor union to organize any employees of the Company affecting Parent or any of its Subsidiaries.
(b) As Since January 1, 2018, (i), no allegations of sexual harassment or other sexual misconduct have been made against any Parent Service Provider with the date title of this Agreement, managing director or above and (ii) there is are no material Actions pending or, to Parent’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any Parent Service Provider with the Knowledge title of the Companymanaging director or above. Since January 1, threatened2018, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or neither Parent nor any of its SubsidiariesSubsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Parent Service Provider with the title of managing director or above.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company Parent and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressis, and (iii) as of the date of this Agreementhas been since January 1, there are no complaints or lawsuits2017, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in material compliance with all Laws relating to the confidentiality, security, use WARN and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually has no liabilities or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeother obligations thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Morgan Stanley), Merger Agreement (E Trade Financial Corp)
Labor Matters. (a) None of the employees of the Company or any of its Subsidiaries is represented in his or her capacity as an employee of the Company or any Subsidiary by any labor organization. Neither the Company nor any of its Subsidiaries is or hasSubsidiary has recognized any labor organization, since December 31, 2012, been, a party to nor has any labor organization been elected as the collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are thereSubsidiaries, nor since December 31, 2012 have there been, has the Company or any pending activities Subsidiary entered into any collective bargaining agreement or proceedings of union contract recognizing any labor union to organize organization as the bargaining agent of any employees of the Company or any of its Subsidiaries.
(b) As Except for such matters which would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice during the past two (2) years of the date intent of this Agreementany Governmental Authority responsible for the enforcement of labor, there is no material pending oremployment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of its Subsidiaries with respect to such matters and, to the Knowledge of the Company, threatenedno such investigation is in progress. Except for such matters which would not have, labor strikeindividually or in the aggregate, walkouta Company Material Adverse Effect, work stoppage, slowdown (i) there are no (and have not been during the two (2) year period preceding the date of this Agreement) strikes or lockout lockouts with respect to any employees of the Company or any of its Subsidiaries.
, (cii) As to the Knowledge of the Company, there is no (and has not been during the two (2) year period preceding the date of this Agreement) union organizing effort pending or threatened against the Company or any of its Subsidiaries, (iii) there is no (and has not been during the two (2) year period preceding the date of this Agreement) unfair labor practice 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 its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each any of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iiiiv) as of there is no (and has not been during the two (2) year period preceding the date of this Agreement) slowdown, there are no complaints or lawsuits, pending work stoppage in effect or, to the Knowledge of the Company, threatened against with respect to any employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries brought by or on behalf has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “WARN Act”) as a result of any applicant for employment, any current employee or any class of action taken by the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as that would not reasonably be expectedhave, individually or in the aggregate, to be material to a Company Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its SubsidiariesSubsidiaries is, taken and during the two (2) year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as a wholeemployees and/or independent contractors).
Appears in 2 contracts
Sources: Merger Agreement (Copano Energy, L.L.C.), Merger Agreement (Kinder Morgan Energy Partners L P)
Labor Matters. (a) Neither the The Company nor any has previously made available to Parent correct and complete copies of its Subsidiaries is or has, since December 31, 2012, been, a party to any all labor and collective bargaining agreement agreements, Contracts or any other agreements or understandings with a labor union contract or trade union agreement or work rules, nor are there any employees of labor organization to which the Company or any of its Subsidiaries who areis party or by which any of them are otherwise bound (collectively, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the “Company Labor Agreements”). To the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending activities or proceedings no organizational efforts with respect to the formation of any labor union to organize any a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that . Except as would reasonably be expectednot, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, : (i) neither the Company and each nor any of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours is the subject of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) any Action that asserts that the Company and or any of its Subsidiaries have not received notice of has committed an unfair labor practice or that seeks to compel it to bargain with any charge labor union or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practiceslabor organization, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation nor is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the 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 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 incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied and (vi) no individual who has performed services for the Company or any of its Subsidiaries brought by has been improperly excluded from participation in any Benefit Plan, and neither the Company nor any of its Subsidiaries has any direct or on behalf indirect liability, whether actual or contingent, with respect to any misclassification of any applicant for employmentperson as an independent contractor rather than as an employee, with respect to any current misclassification of any employee as exempt versus non-exempt, or with respect to any class employee leased from another employer. As of the foregoingdate hereof, relating to any such Lawsthe Knowledge of the Company, or alleging breach no current executive has given notice of any express or implied contract of employment, wrongful termination of employment with the Company or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
Labor Matters. (a) (i) Neither the Company nor any of its the Company Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or other agreement with, and no employee of the Company or any of the Company Subsidiaries or any Executive Employee, Company-Related Employee, or any other employee of Artemis Sponsor or its Affiliates who provides services to the Company or any of the Company Subsidiaries (such other employees, the “Company Support Employees”) is represented by, any labor union, works council or other similar representative of employees, (ii) there is no pending or, to the Company’s Knowledge, threatened union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who arethe Company Subsidiaries, any Executive Employees, any Company-Related Employees, or any Company Support Employees, and (iii) to the Company’s Knowledge, since December 31the Applicable Date, 2012 have there has been no activity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(b) There is, and since the Applicable Date there has been, represented by a works council no strike, labor dispute, slowdown, work stoppage, or a lockout, or other labor organizationdisturbance pending, noror, to the Knowledge of Company’s Knowledge, threatened, against or involving (i) the Company or the Company Subsidiaries or (ii) the Executive Employees, the Company, are there, nor since December 31, 2012 have there been, any pending activities -Related Employees or proceedings of any labor union the Company Support Employees with respect to organize any employees of their services to the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this AgreementExcept as has not had, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that and would reasonably be expectednot have, individually or in the aggregate, to be material to a Company Material Adverse Effect, the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Subsidiaries are, and its Subsidiariessince January 1, taken as a whole2019 have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of respecting labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressemployment practices, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, material Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought the Company Subsidiaries, by or on behalf of any applicant for employment, any current employee or former employee, or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case . Except as would not reasonably be expectedhave, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries is in receipt of a written notice issued by a Governmental Entity that alleges a current material violation by the Company or any of the Company Subsidiaries of any applicable Law respecting labor, employment or employment practices.
(d) Except as has not had, and would not have, individually or in the aggregate, a Company Material Adverse Effect, the employment of the Executive Employees, Company-Related Employees and the Company Support Employees is, and since January 1, 2019 has been, in compliance with all applicable Laws respecting labor, employment, and employment practices, and there are no material Proceedings pending or, to be material the Company’s Knowledge, threatened by or on behalf of any Executive Employees, Company-Related Employees or Company Support Employees, relating to any of the foregoing applicable Laws with respect to services provided to the Company or any of the Company Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither Artemis Sponsor nor any of its Affiliates is in receipt of a written notice issued by a Governmental Entity that alleges a current material violation by Artemis Sponsor or any of its Affiliates of any applicable Law respecting labor, employment, or employment practices.
(e) The Executive Employees, Company-Related Employees and the Company Support Employees represent the entirety of the employees of Artemis Sponsor or any of its Subsidiaries, taken as a wholeAffiliates whose employment involves providing services with respect to the Company or the Company Subsidiaries (excluding the Company JVs).
Appears in 2 contracts
Sources: Contribution Agreement (Blackstone Holdings III L.P.), Contribution Agreement (Altus Midstream Co)
Labor Matters. (ai) Neither the Company nor any of its Subsidiaries is or hasor, since December 31the Applicable Date, 2012, been, has been a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who areto, or since December 31is currently negotiating in connection with entering into, 2012 have been, represented by a works council or a labor organization, nor, to any Collective Bargaining Agreement. To the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of Applicable Date through the date of this Agreement, (A) there is have been no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown union or lockout works council organizing activities with respect to employees any of the Company or any of its Subsidiaries.
Service Providers; and (cB) As of the date of this Agreement, there is have been no threatened material unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, slowdowns, work stoppages, picketing, handbilling, lockouts or other material labor arbitration proceeding disputes pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that Subsidiaries. To the Knowledge of the Company, there are no current union representation organizational or similar efforts involving any Service Providers.
(ii) Except as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Material Adverse Effect, the Company and its SubsidiariesSubsidiaries are, taken and, since the Applicable Date, have been, in compliance with all applicable Laws respecting labor, employment, and fair employment practices (including equal employment opportunity Laws), including all Laws respecting terms and conditions of employment, workers’ compensation, occupational safety and health, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), civil rights, employee harassment, sexual harassment discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as a wholeamended, or any similar Laws (“WARN Act”)), employee trainings and notices, information privacy, labor relations, employee leave issues, COVID-19, affirmative action, shifts organization, overtime, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, including any bargaining or other obligations under the National Labor Relations Act.
(diii) The Company and each of its Subsidiaries is, and, since the Applicable Date, has been in material compliance with the WARN Act and has no material liabilities or other obligations thereunder.
(iv) Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect, there has not been any Action relating to, or any act or material to the Company and its Subsidiariesallegation of or relating to, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to sex-based discrimination, hours of work and the payment of wages sexual harassment or overtime wagessexual misconduct, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice or breach of any charge sex-based discrimination, sexual harassment or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice sexual misconduct policy by an executive officer of the intent of any Governmental Entity responsible for the enforcement of laborCompany, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, nor has there are no complaints or lawsuits, pending orbeen, to the Knowledge of the Company, threatened against the Company any settlements or any of its Subsidiaries brought by similar out-of-court or on behalf of any applicant for employment, any current employee or any class of the foregoing, pre-litigation arrangement relating to any such Lawsmatters, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating nor to the confidentiality, security, use and treatment Knowledge of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholehas any such Action been threatened.
Appears in 2 contracts
Sources: Merger Agreement (Convey Health Solutions Holdings, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)
Labor Matters. (a) As of the date hereof, there are no pending or, to the knowledge of the Company, threatened strikes, lockouts, work stoppages or slowdowns involving employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is has experienced any strike, lockout, work stoppage or hasslowdown involving its employees since June 1, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of 2003 through the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to date hereof. To the Knowledge knowledge of the Company, are thereas of the date hereof, nor since December 31, 2012 have there been, any pending activities or proceedings of any is no labor union to organize organizing activity involving any employees of the Company or any of its Subsidiaries.
(b) Section 4.15(b) of the Company Disclosure Schedule lists all collective bargaining agreements (the “CBAs”) between the Company or one of its Subsidiaries and a labor union or labor organization, as of the date hereof. Copies of all such CBAs have been made available to Parent. As of the date hereof, neither the Company nor any of this Agreementits Subsidiaries is a party to, there or bound by, any other collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. The Company and its Subsidiaries have complied in all material respects with their obligations in, and are not in material default under, any of the CBAs.
(c) There is no material unfair labor practice charge, labor arbitration or grievance pending or, to the Knowledge knowledge of the Company, threatenedthreatened in writing against the Company or its Subsidiaries, except for any such charge, arbitration or grievance that would not, individually or in the aggregate, have a Company Material Adverse Effect.
(d) Each of the Company and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, employment discrimination, equal opportunity and labor strikerelations, walkoutexcept for noncompliance that would not, work stoppageindividually or in the aggregate, slowdown have a Company Material Adverse Effect.
(e) To the knowledge of the Company, as of the date hereof, no executive officer of the Company or lockout any of its Subsidiaries has given notice of resignation or retirement, or notice of any intent to resign or retire in connection with respect or following the Merger, to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (J.M. Tull Metals Company, Inc.), Merger Agreement (Ryerson Inc.)
Labor Matters. (a) Neither As of the Company nor any of its Subsidiaries is date hereof, (i) there are no strikes or has, since December 31, 2012, been, a party lockouts pending with respect to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Parent or any of its Subsidiaries.
, (bii) As of the date of this Agreement, there is no material pending orunion organizing effort pending, or to the Knowledge of the CompanyParent, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company threatened against Parent or any of its Subsidiaries.
, (ciii) As of the date of this Agreement, there is no unfair labor practice practice, labor dispute (other than routine individual grievances), or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened, with respect to the Companyemployees of Parent or any of its Subsidiaries and (iv) there is no slowdown or work stoppage in effect or, to the Knowledge of Parent, threatened against with respect to the Company employees of Parent or any of its Subsidiaries that Subsidiaries, except, in each case, as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.
(db) Except as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect, (i) the Company and each of Parent and its Subsidiaries are are, and have been been, in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentemployment and employment practices, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safetywages, layoffs and plant closings and overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint there are no charges with respect to or relating to them either of Parent or its Subsidiaries pending or, to the Knowledge of Parent, threatened before the United States Equal Employment Opportunity Commission or any other Governmental Entity national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices, and (iii) since January 1, 2017, neither Parent nor any of its Subsidiaries has received any written notice from any national, federal, state or notice of the intent of any Governmental Entity local agency, domestic or foreign, responsible for the enforcement of labor, employment, wages and hours labor or employment Laws of work, child labor, immigration, or occupational safety and health laws an intention to conduct an investigation with respect to of either of Parent or relating to them or notice that its Subsidiaries and no such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Express Scripts Holding Co.), Merger Agreement
Labor Matters. (a) Neither As of the date of this Agreement and in the preceding three (3) years, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement or other agreement or work rules or practices with any labor union contract or trade union agreement or work rulessimilar representatives of employees, nor are (ii) there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, noris and has been no pending or, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any representation petition involving employees of the Company or any of its Subsidiaries, and (iii) the Company does not have knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(b) As of the date of this AgreementAgreement and in the preceding three (3) years, there is and has been no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened, labor strikeother than such matters that have not had and would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the a Company or any of its SubsidiariesMaterial Adverse Effect.
(c) As of the date of this AgreementAgreement and in the preceding three (3) years, there is and has been no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the Company, threatened threatened, against or involving the Company or any of its Subsidiaries Subsidiaries, other than such matters that have not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2015 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign employment or labor practices (including all applicable Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of workhours, child labor, collective bargaining, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, civil rights, classification of employees, classification of service providers as employees and/or independent contractors, affirmative action, safety and health, workers’ compensation, immigration, pay equity and the collection and payment of withholding or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresssocial security), and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current employee or former employee, current or former independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employmentemployment or service, wrongful termination of employment or service, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship.
(e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use this sentence that have not had and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2016, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to be material conduct investigation or been subject to such an investigation, in each case, with respect to the Company and or any of its SubsidiariesSubsidiaries which has had or would reasonably be expected to have, taken as individually or in the aggregate, a wholeCompany Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (EQT Corp), Merger Agreement (Rice Energy Operating LLC)
Labor Matters. (a) Neither None of the Company nor any of its Subsidiaries is or Group Companies has, or, since December 31the Lookback Date has had, 2012any material Liability for any past due wages or other compensation for services (including salaries, beenwage premiums or bonuses) to their current or former employees, directors, officers or other service providers, or any penalty, fine or other sum for failure to pay such compensation in a party timely manner. Since the Lookback Date, (i) none of the Group Companies has or has had any material Liability for any payment to any collective bargaining agreement trust or other fund governed by or maintained by or on behalf of any labor union contract Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or trade union agreement other benefits or work rules, nor are there obligations for any employees of any Group Company (other than routine payments to be made in the Company normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or any by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the each Group Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as has not and would not reasonably be expectedexpected to result in, individually or in the aggregate, to be material Liability to the Company Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and its Subsidiaries, taken the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a wholeresult of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any collective bargaining agreements or other Contracts or arrangements with any labor union, works council, labor organization or other employee representative (each, a “Union”) nor, to the Company’s knowledge, is there any duty on the part of any Group Company to bargain or consult with, or provide notice to, any Union which is representing any employee of the Group Companies, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. No employee of any Group Company is represented by a Union with respect to his or her employment with such Group Company. Since the Lookback Date there has been no pending or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of any Group Company.
(d) Except as would not reasonably be expectedNo employee layoff, individually facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, work schedule change, reduction in hours or reduction in salary or wages affecting employees of the aggregateGroup Companies has occurred since March 1, to be material to the Company and its Subsidiaries2020 or is currently contemplated, taken planned or announced, including as a whole, (i) the Company and each result of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission COVID-19 or any other Governmental Entity responsible for the prevention of unlawful employment practicesLaw, Order, directive, guidelines or notice of the intent of recommendations by any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipor in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related Liability with respect to, arising out of or as a result of COVID-19.
(e) To the Company’s knowledge, no executive, employee or group of employees with annualized compensation at or above $500,000 of any of the Group Companies has given notice of termination of employment with any of the Group Companies within the twelve (12) month period following the Closing Date. To the Company’s knowledge, no executive, employee or group of employees with annualized compensation at or above $500,000 has been accused of any sexual harassment, sexual assault or other similar sexual misconduct or sexual discrimination in connection with his or her employment with the Group Companies during the last three (3) years. The Company is in compliance Group Companies do not reasonably expect any material Liabilities with all Laws respect to any such allegations and are not aware of any allegations relating to officers, directors, employees, contractors, or agents of the confidentialityGroup Companies, securitythat, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material if known to the Company and its Subsidiariespublic, taken as a wholewould bring the Group Companies into material disrepute.
Appears in 2 contracts
Sources: Business Combination Agreement (Pathfinder Acquisition Corp), Business Combination Agreement (Pathfinder Acquisition Corp)
Labor Matters. (a) Neither As of the Company date of this Agreement and since January 1, 2016, (i) neither Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company Parent or any of its Subsidiaries who areSubsidiaries, and (iii) to Parent’s knowledge, there is no activity or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings proceeding of any labor union organization (or representative thereof) or employee group (or representative thereof) to organize any employees of the Company Parent or any of its Subsidiaries.
(b) As of the date of this AgreementAgreement and since January 1, 2016, there is no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance proceeding against Parent or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyParent, threatened, labor strikeother than such matters that would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiariesa Parent Material Adverse Effect.
(c) As of the date of this AgreementAgreement and since January 1, 2016, there is no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the CompanyParent, threatened threatened, against the Company or involving Parent or any of its Subsidiaries Subsidiaries, other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Parent and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2016, have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee of Parent or any of its Subsidiaries or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2017, neither Parent nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeParent Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Eclipse Resources Corp), Voting Agreement (Eclipse Resources Corp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or has, since December 31, 2012, the Applicable Date has been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rules, nor are there any employees like organization. As of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nordate hereof, to the Knowledge of the Company’s Knowledge, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings by any individual or group of individuals, including representatives of any labor union organizations or labor unions, to organize any employees of the Company or any of its Subsidiaries.
(b) As of Except as would not be reasonably expected to result in any material liability to the date of this AgreementCompany and its Subsidiaries (taken as a whole), individually or in the aggregate, (i) there is no material no, and since the Applicable Date has not been any, strike, lockout, slowdown, work stoppage, job action, picketing, unfair labor practice or other labor dispute pending or, to the Knowledge of the Company’s Knowledge, threatened, (ii) there is no, and since the Applicable Date has not been any, unfair labor strikepractice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority, walkoutand (iii) there is no, work stoppageand has not since the Applicable Date been any, slowdown pending or, to the Company’s Knowledge, threatened arbitration or lockout grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any current or former employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, Except as would not be reasonably expected to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or result in the aggregate, to be any material liability to the Company and its Subsidiaries, Subsidiaries (taken as a whole), each of the Company and its Subsidiaries is in compliance with all Law respecting labor, employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health. Except as would not be reasonably expected to result in any material liability to the Company and its Subsidiaries (taken as a whole), neither the Company nor any of its Subsidiaries has since the Applicable Date incurred any liability or obligation under the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar federal, national, state, province or local Law that remains unsatisfied.
(d) Except as would not be reasonably be expected, individually or expected to result in the aggregate, to be any material liability to the Company and its Subsidiaries, Subsidiaries (taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement), there are no complaints or lawsuits, proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought before any Governmental Entity by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment, any current employee employment or any class classes of the foregoing, relating to any such Laws, or foregoing alleging breach of any express or implied contract employment contract, violation of employmentany Law governing employment or the termination thereof, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
Labor Matters. (a) Neither Except as set forth on Section 3.12(a) of the Company nor any of its Subsidiaries Disclosure Letter, no Acquired Company is or has, since December 31, 2012, been, a party to to, or is bound by, any collective bargaining agreement or similar agreement with any labor union contract union, labor organization or trade union works council, and no Acquired Company has been a party to or bound by any such agreement or work rules, nor are there any employees of within the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiarieslast three years.
(b) As Since January 1, 2020, there has been no: (i) to the knowledge of the date Company, organizational activity (including without limitation any petition or demand for recognition or election) or threat thereof by or with respect to any employees of this Agreementany of the Acquired Companies, there is no material pending or (ii) strike, picketing, work stoppage or lockout, or, to the Knowledge knowledge of the Company, threatenedthreat thereof, labor strike, walkout, work stoppage, slowdown by or lockout with respect to any employees of the Company or any of its Subsidiariesthe Acquired Companies, whether engaged in collective action or not.
(c) As Each Acquired Company has complied with all applicable Laws relating to wages, hours, immigration, employee and independent contractor classification, discrimination in employment, collective bargaining and all other Laws pertaining to employment and labor, including the Worker Adjustment and Retraining Notification Act and comparable state, local and federal Laws, whether domestic or international (“WARN”), and are not liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the date of this Agreementforegoing, there is no unfair labor practice or labor arbitration proceeding pending orexcept as has not had, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that and would reasonably be expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its SubsidiariesAcquired Companies, taken as a whole.
(d) Except as would There is no, and within the past three years there has not reasonably be expectedbeen any, Action pending or, to the knowledge of the Company, threatened by or on behalf of any employee or independent contractor or group of employees or independent contractors (in each case, current or former) of any of the Acquired Companies, including any charge, grievance, complaint or investigation alleging violation of any local, state, federal or other Law related to labor or employment, whether domestic or international, including without limitation, Laws related to wages and hours (including the Fair Labor Standards Act and comparable state or local Laws), immigration, discrimination in employment, collective bargaining, workplace health and safety, plant layoffs or shutdowns (including WARN) or any other Action before or under the jurisdiction of the Office of Federal Contract Compliance Programs, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the U.S. or any State Department of Labor, or any other Governmental Entity, in each case except as, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have has not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresshad, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its SubsidiariesAcquired Companies, taken as a whole.
(e) Without limiting the generality of the foregoing, each employee of an Acquired Company who works in the United States or any non-U.S. jurisdiction is duly authorized to work in the United States or such other non-U.S. jurisdiction, respectively, and the Acquired Companies have complied in all material respects with applicable Laws concerning each such current employee’s employment eligibility verification, including with respect to Forms I-9 for U.S. employees.
(f) Section 3.12(f) of the Company Disclosure Letter sets forth an approximate headcount as of the date of this Agreement of all of the employees of the Acquired Companies by jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (ExOne Co), Merger Agreement (Desktop Metal, Inc.)
Labor Matters. (a) Neither Except as set forth on Schedule 2.12(a), the Company nor any of and its Subsidiaries is or has, since December 31, 2012, been, are not a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any employees of applicable to persons employed by the Company or any of and its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company’s knowledge, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any such employees. There are no pending grievance or similar proceedings involving the Company and its Subsidiaries and, to the Company’s knowledge, any of its employees who are subject to a collective bargaining agreement or other labor union contract, and there are no continuing obligations of the Company and its Subsidiaries pursuant to the resolution of any such proceeding that is no longer pending.
(b) Except as set forth on Schedule 2.12(b), there are no material written agreements between the Company and its Subsidiaries and any of their employees or individual contractors that their employment or services will be for any particular length that cannot be terminated at any time, subject to any applicable notice period prescribed therein. To the Company’s knowledge, none of its officers or key employees currently intends to terminate his or her employment with the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects and, to the Company’s knowledge, each of the Company’s and its Subsidiaries’ employees and individual contractors is in compliance in all material respects, with the terms of the respective employment and service agreements between the Company or its Subsidiaries and such individuals, except, in each case, where noncompliance would not reasonably be likely to result in the Company or any of its Subsidiaries incurring a material liability. Except as otherwise disclosed in Schedule 2.12(b), there are no material oral or informal arrangements, commitments or promises between the Company or its Subsidiaries and any officers or key employees of the Company or its Subsidiaries that have not been documented as part of the formal written agreements between any such individuals and the Company or its Subsidiaries and made available to Quartet.
(bc) As The Company and its Subsidiaries are in compliance in all material respects with all Legal Requirements applicable to its employees, including all applicable labor and employment provisions included in the Maritime Guidelines, respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any material arrears of wages or penalties with respect thereto. The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to their employees are fully funded or accrued on the date Audited Financial Statements and the Company has no knowledge of this Agreementany circumstance that is reasonably likely to give rise to any valid claim by a current or former employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled) that would reasonably likely to result in the Company or any of its Subsidiaries incurring a material liability. Except as would not reasonably be expected in the Company or any of its Subsidiaries incurring a material liability, there is are no material pending orpending, or to the Knowledge Company’s knowledge, threatened or reasonably likely claims or actions against the Company or any of the Company, threatened, labor strike, walkout, work stoppage, slowdown its Subsidiaries by any employee in connection with such employee’s employment or lockout with respect to employees termination of employment by the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or expected in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentincurring a material liability, any current no employee or any class former employee of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment Company or any of its Subsidiaries is owed any wages, benefits or other discriminatorycompensation for past services (other than wages, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use benefits and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or compensation accrued in the aggregateordinary course of business during the current pay period and any accrued benefits for services, to be material to which by their terms or under applicable law, are payable in the Company future, such as accrued vacation, recreation leave and its Subsidiaries, taken as a wholeseverance pay).
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Quartet Merger Corp.), Agreement and Plan of Reorganization (Pangaea Logistics Solutions Ltd.)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or hashas been in the past two years, since December 31the subject of any material litigation asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state Law), 2012grievance or other violation of state or federal labor Law, been, a party or seeking to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of compel the Company or any of its Subsidiaries who areto bargain with any labor organization or other employee representative as to wages or conditions of employment. Except as set forth on Section 3.09 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any Collective Bargaining Agreement or since December 31subject to any material bargaining order, 2012 have been, represented by a works council injunction or a labor organization, nor, other material Order relating to the Knowledge of the Company, are there, nor since December 31, 2012 have there been’s relationship or dealings with its employees, any pending activities labor organization or proceedings of any other employee representative. There is no strike, slowdown, lockout or other job Action or labor union to organize any employees of dispute involving the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding Subsidiaries pending or, to the Knowledge of the Company, threatened against the Company and there has been no such Action or its Subsidiaries that would reasonably be expected, individually or dispute in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to past five years. To the Knowledge of the Company, threatened against in the past five years, there has not been any attempt by employees of the Company or any of its Subsidiaries brought or any labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any other union organization activity with respect to the workforce of the Company or any of its Subsidiaries. The employment of each employee of the Company or any of its Subsidiaries is terminable at will by the relevant Company entity without any penalty, liability or on behalf of any applicant for employmentseverance obligations. With respect to this transaction, any current notice required under any Law or Collective Bargaining Agreement has been or prior to Closing will be supplied, and any bargaining obligations with any employee representative have been or any class of the foregoing, relating prior to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipClosing will be satisfied.
(eb) The Company is To the Knowledge of the Company, all of the employees employed in compliance with all the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other Applicable Laws relating related to United States immigration and Applicable Laws related to the confidentiality, security, use and treatment employment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or non-United States citizens applicable in the aggregatestate in which the employees are employed.
(c) Within the past six months, to be material to neither the Company nor any of its Subsidiaries has implemented any plant closings or employee layoffs requiring notice under the Worker Adjustment and its SubsidiariesRetraining Notification Act of 1988, taken as a wholeamended, or any similar or related Law.
Appears in 2 contracts
Sources: Merger Agreement (Community Health Systems Inc), Merger Agreement (Health Management Associates, Inc)
Labor Matters. (a) Neither NPCC has delivered to USAC a complete and correct list of names and positions of all of the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company NPCC or any of its Subsidiaries who are, DCLIC and their current hourly wages or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesmonthly salaries and other compensation.
(b) As of Neither NPCC nor DCLIC has received written notice during the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice past two years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages occupational health and hours of work, child labor, immigration, safety or occupational workplace safety and health insurance/workers compensation laws to conduct an investigation with respect of or affecting NPCC or DCLIC and, to or relating to them or notice that the Knowledge of NPCC, no such investigation is in progress.
(c) There have not been during the two-year period preceding the date of this Agreement any strikes, lockouts or other material labor disputes with respect to any employees of NPCC or DCLIC (“Employees”).
(d) There has not been during the two-year period preceding the date of this Agreement any union organizing effort pending or, to the Knowledge of NPCC, threatened against NPCC or DCLIC.
(e) There has not been during the two-year period preceding the date of this Agreement any unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the Knowledge of NPCC, threatened against NPCC or DCLIC.
(f) There has not been during the two-year period preceding the date of this Agreement any slowdown or work stoppage in effect or, to the Knowledge of NPCC, threatened with respect to Employees.
(g) NPCC and DCLIC are in compliance with all applicable Laws respecting employment and employment practices, including terms and conditions of employment, wages and hours, unfair labor practices discriminatory employment practices, collective bargaining, occupational safety and health, and immigration except for such matters which would not reasonably be expected to have, individually or in the aggregate a NPCC Material Adverse Effect.
(iiih) Neither NPCC nor DCLIC has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local law as a result of any action taken by NPCC that would reasonably be expected to have, individually or in the aggregate, a NPCC Material Adverse Effect.
(i) As of the date of this Agreement, there are no complaints neither NPCC nor DCLIC is obligated to recognize or lawsuitsbargain with any labor union or organization, pending or, and is not a party to the Knowledge of the Company, threatened against the Company or negotiating any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipcollective bargaining agreements.
(ej) The Company is in compliance with all Laws relating There are no agreements, labor practices, policies or procedures, or other representations, whether written or oral, that have been made by NPCC or DCLIC to any of their employees that commit USAC or ANDC to retain them as employees for any period of time subsequent to the confidentialityClosing. Neither NPCC nor DCLIC is a party to any agreements or arrangements or subject to any requirements that are, securityin any manner, use and treatment inconsistent with employees of employee information and personally identifiable dataNPCC or DCLIC becoming at-will employees of USAC or ANDC or that will, except in each case as would not reasonably be expectedany manner, individually restrict USAC or ANDC from relocating, consolidating, merging or closing, in whole or in part, any portions of the aggregatebusiness or operations of NPCC or DCLIC, subject to be material to the Company and its Subsidiaries, taken as a wholerequirements imposed by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (US Alliance Corp), Plan and Agreement of Merger (US Alliance Corp)
Labor Matters. (a) Neither Except for such matters that would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its the Company Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of the Company Subsidiaries and, to the knowledge of the Company, no such investigation is in progress.
(b) Except for such matters that would not have, individually or has, since December 31, 2012, beenin the aggregate, a party Company Material Adverse Effect, (i) there currently are no pending (and there have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its the Company Subsidiaries who are(the “Company Employees”), or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any currently is no (and there has not been during the two year period preceding the date hereof) union organizing effort pending activities or proceedings of any labor union to organize any employees of threatened against the Company or any of its the Company Subsidiaries.
, (biii) As of the date of this Agreement, there is no material pending or, to (and there has not been during the Knowledge of two year period preceding the Company, threateneddate hereof) unfair labor practice, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by the Company Subsidiaries, (iv) there is no (and there has not been during the two year period preceding the date hereof) slowdown or on behalf of any applicant for employmentwork stoppage in effect or, any current employee or any class to the knowledge of the foregoingCompany, relating threatened with respect to any such LawsCompany Employees, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with and (v) the employment relationship.
(e) The Company is and the Company Subsidiaries are in compliance with all Laws relating applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Company nor any of the Company Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local law as a result of any action taken by the Company (without regard to any actions taken by the confidentialityParent after the Closing) that would have individually or in the aggregate, security, use and treatment a Company Material Adverse Effect.
(c) Neither the Company nor any of employee information and personally identifiable data, except in each case the Company Subsidiaries is a party to any collective bargaining agreement.
(d) Except as would not reasonably be expectedhave, individually or in the aggregate, to be material to a Company Material Adverse Effect, all individuals that have been or that are classified by the Company as independent contractors have been and its Subsidiaries, taken as a wholeare correctly so classified.
Appears in 2 contracts
Sources: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Labor Matters. (a) Neither As of the date of this Agreement and in the preceding three (3) years, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement or other agreement or work rules or practices with any labor union contract or trade union agreement or work rulessimilar representatives of employees, nor are (ii) there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, noris and has been no pending or, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any representation petition involving employees of the Company or any of its Subsidiaries, and (iii) the Company does not have knowledge of any activity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(b) As of the date of this AgreementAgreement and in the preceding (3) years, there is and has been no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened, labor strikeother than such matters have not had and would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the a Company or any of its SubsidiariesMaterial Adverse Effect.
(c) As of the date of this AgreementAgreement and in the preceding three (3) years, there is and has been no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the Company, threatened threatened, against or involving the Company or any of its Subsidiaries Subsidiaries, other than such matters that have not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2017 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to be material conduct investigation, with respect to the Company and or any of its SubsidiariesSubsidiaries which would reasonably be expected to have, taken as individually or in the aggregate, a wholeCompany Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (WildHorse Resource Development Corp), Merger Agreement (Chesapeake Energy Corp)
Labor Matters. (a) Neither There are no agreements with, or pending petitions for recognition of, a labor union or association as the Company nor exclusive bargaining agent for any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any the employees of the Company such Party or any of its Subsidiaries who are, and there are no representation or since December 31, 2012 have been, represented by certification proceedings or petitions seeking a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed with the CompanyNational Labor Relations Board or any other comparable foreign, threatened, state or local labor strike, walkoutrelations tribunal or authority. There are no labor strikes, work stoppagestoppages, slowdown slowdowns, lockouts, or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreementother material labor disputes, there is no unfair labor practice or labor arbitration proceeding other than routine grievance matters, now pending or, to the Knowledge of the Companysuch Party, threatened against the Company or its Subsidiaries that would reasonably be expected, individually involving such Party or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each any of its Subsidiaries are or former Subsidiaries, and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries there have not received notice of been any charge such labor strikes, work stoppages, slowdown or complaint lockouts, other than routine grievance matters, with respect to or relating to them pending before the United States Equal Employment Opportunity Commission such Party or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of its Subsidiaries at any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and time within three (iii3) as years of the date of this Agreement.
(b) Neither such Party nor any of its Subsidiaries is currently or at any time since January 1, 2014 has been a party to, or otherwise bound by, any consent decree with, or court order by, any Governmental Entity relating to employees or employment practices. Each of such Party and its Subsidiaries are in material compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, immigration, workers compensation, working conditions, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practices or similar prohibited practices. Except as would not result in any material liability to such Party or any of its Subsidiaries, there are no complaints or complaints, lawsuits, arbitrations, administrative proceedings or other proceedings of any nature pending or, to the Knowledge of the Companysuch Party, threatened against the Company such Party or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoingGovernmental Entity, relating to any such LawsLaw, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(ec) The Company To the Knowledge of such Party, no employee, independent contractor, officer or director of such Party or any of its Subsidiaries is in compliance with all Laws relating to the a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, securitynoncompetition or proprietary rights agreement, use between such individual and treatment any other Person that in any way adversely affects or will affect (i) the performance of employee information and personally identifiable datahis duties as an employee, except in each case as would not reasonably be expectedindependent contractor, individually officer or in director of any of the aggregateParties or their Subsidiaries, or (ii) the ability of any of the Parties or any of their Subsidiaries to be material conduct its business. No officer or director of such Party or any of its Subsidiaries has communicated to the Company and such Party or any of its Subsidiaries, taken or to any of their officers or directors, that such Person intends to cancel or otherwise terminate such Person’s employment or service as a wholeresult of the consummation of the transactions contemplated hereby.
(d) None of such Party or any of its Subsidiaries has made any commitment or agreement to increase the compensation payable, or to modify the conditions or terms of employment or service of, any employee, independent contractor, officer or director of such Party or any of its Subsidiaries, except increases occurring in the ordinary course or in accordance with existing agreements and changes required by applicable Law.
(e) Each individual who renders services to such Party or any of its Subsidiaries who is classified by such Party or Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under such Party’s Benefit Plans) is properly so characterized.
Appears in 2 contracts
Sources: Business Combination Agreement, Business Combination Agreement
Labor Matters. (ai) The Company and its Subsidiaries are, and since January 1, 2010 have been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. The Company and its Subsidiaries have since January 1, 2010 met in all material respects all requirements required by Law relating to the employment of foreign citizens, including all requirements of the Immigration and Naturalization Act, as amended, that relate to Forms I-9, and to the knowledge of the Company, neither the Company nor any of its Subsidiaries currently employs any Person who is not permitted to work in the jurisdiction in which such Person is employed.
(ii) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any applicable to its employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge knowledge of the Company, there are there, nor since December 31, 2012 have there been, not any pending activities or and proceedings of any labor union to organize any such employees.
(iii) 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 or any other violation of law relating to employee matters, nor since January 1, 2010 has there been any labor strike, work stoppage, work slow-down or lockout involving employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement. No material notices, there is no material pending orreports, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown registrations or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, other filings are required to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against made by the Company or any of its Subsidiaries brought with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by the Company or on behalf any of any applicant for employmentits Subsidiaries from, any current employee works counsel, labor union or any class of the foregoing, relating to any such Laws, similar labor entity or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct governing body in connection with the employment relationshipexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Biomimetic Therapeutics, Inc.), Merger Agreement (Wright Medical Group Inc)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who aresubject to, or since December 31is currently negotiating in connection with entering into, 2012 have beenany Collective Bargaining Agreement, represented by a works council or a labor organization, norand, to the Knowledge of the Company, are there, nor since December 31, 2012 have there beenno current Company Employee is covered by, any pending activities Collective Bargaining Agreement in his or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to her capacity as such. To the Knowledge of the Company, threatenedthere has not been any organizational campaign, labor strike, walkout, work stoppage, slowdown petition or lockout with respect to employees other unionization activity seeking recognition of the a collective bargaining unit representing any Company Employee in his or any of its Subsidiariesher capacity as such.
(cb) As of the date of this Agreement, there is There are no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental Authority involving Company Employees. There is no, wrongful and there has not been since September 23, 2021 any, material labor strike, slowdown, stoppage, picketing, interruption of work or tortious conduct in connection with lockout pending or, to the employment relationshipKnowledge of the Company, threatened against the Company or any of its Subsidiaries.
(ec) No consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is reasonably expected to be required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby.
(d) The Company is and its Subsidiaries are, and have been since September 23, 2021, in compliance with all Applicable Laws relating to the confidentialitylabor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, use workers compensation, continuation coverage under group health plans, wage payment, the payment and treatment withholding of employee information and personally identifiable dataTaxes, except in each case as for failures to comply that have not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to be cause Parent or any of its Affiliates to have any material liability or other material obligation following the Closing Date under WARN.
(e) Since September 23, 2021, (i) there has not been any Action commenced relating to, or any allegation by any Service Provider of or relating to, sex-based discrimination, sexual harassment or sexual misconduct against any Key Employee in such person’s capacity as such, and, to the Knowledge of the Company, no such Action has been threatened and (ii) there have not been any settlement agreements or similar out-of-court pre-litigation agreements resolving such matters.
(f) As of the date of this Agreement, no Key Employee has provided written notice to the Company or any of its Subsidiaries of his or her intention to resign or retire from employment with the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise within one year after the anticipated Closing Date.
(g) Section 4.20(g)(1) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement and redacted to the extent required by Applicable Law, containing, for each Company Employee, such employee’s name, employer, title, hire date, location, full- or part-time status, leave of absence status (and, if on leave, the nature of the leave and the expected return date to active employment, if any), whether classified as exempt under the Fair Labor Standards Act, current annual salary or wage rate, and current target annual bonus opportunity. Section 4.20(g)(2) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement and redacted to the extent required by Applicable Law, containing, for each independent contractor who is an individual currently engaged by the Company or any of its Subsidiaries and who received aggregate payments from the Company and its SubsidiariesSubsidiaries for the fiscal year ended December 31, taken as a whole2022, or is reasonably expected to receive aggregate payments from the Company and its Subsidiaries for the fiscal year ending December 31, 2023, in excess of $100,000, such contractor’s name, required termination notice period, if any, and rate of compensation.
Appears in 2 contracts
Sources: Merger Agreement (Sovos Brands, Inc.), Merger Agreement (Campbell Soup Co)
Labor Matters. (a) Neither Section 5.17(a) of the Company nor any Disclosure Schedule sets forth a true, correct, and complete list as of a date within thirty (30) days of the date hereof, of all (i) U.S. employees of the Business and (ii) independent contractors and consultants of the Business (other than those employed or retained by third-party corporate entities), in each case, showing for each individual the individual’s date of hire or engagement, hourly rate or salary or other basis of compensation (including annual bonus payments such individual is eligible to receive for the current calendar year), full-time or part-time status, exempt or non-exempt classification under the Fair Labor Standards Act and its Subsidiaries is state and local equivalents (“FLSA”), job title or hasfunction, since December 31location (state), 2012paid time of entitlement for the current year, and an indication as to whether the individual holds a Seller-sponsored visa or other temporary work authorization, including the expiration date of such temporary work authorization (such schedule, the “Employee Census”).
(b) No Seller is, or has ever been, a party to or otherwise bound by any collective bargaining agreement or any other Contract with a labor union contract or trade union labor organization with respect to the Business, no Seller is currently negotiating a collective bargaining agreement or work ruleswith respect to the Business, nor are there any employees and no U.S. employee of the Company or any of its Subsidiaries who areBusiness is, or since December 31, 2012 have the Reference Date has been, represented by a works council any union or a labor organization with respect to such U.S. employee’s employment with the Sellers. Since the Reference Date, there has been no pending or threatened (i) union organization activity by any union, labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any U.S. employees of the Company Business or any of its Subsidiaries.
(bii) As of labor dispute (e.g., strike, picketing, slowdown, lockout, unfair labor practice charge before the date National Labor Relations Board or other similar tribunal, material grievance, or material arbitration) involving the Sellers or the Business. The execution and delivery of this AgreementAgreement and the performance of this Agreement do not require the Sellers to seek or obtain any consent, there is no material pending orengage in consultation with, or issue any notice to the Knowledge of the Company, threatenedor make any filing with any unions, labor strikeorganizations, walkout, work stoppage, slowdown or lockout with respect to groups of U.S. employees of the Company or any of its SubsidiariesBusiness.
(c) As of the date of this AgreementThe Sellers are not subject to any Order, there is no unfair labor practice consent decree, or labor arbitration proceeding pending orsettlement agreement that limits or affects their ability to manage their respective U.S. employees, service providers, or job applicants dedicated to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeBusiness.
(d) Except as would not reasonably be expectedThe Sellers and the Business are, individually or in and since the aggregateReference Date have been, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to the employment of labor (including but not limited to those Laws related to the terms and conditions of employment, includingunfair labor practices, without limitationimmigration, Laws relating to wages, hours, FLSA classification, benefits, child labor, leaves of absence, discrimination, hours of work and the payment of wages or overtime wagesharassment, retaliation, WARN, classification of employees and independent contractors, worker health and safety, layoffs workers’ compensation, automated employment decisions tools (including artificial intelligence), and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for employment related matter). The Sellers have not, since the prevention Reference Date, incurred, and no circumstances exist under which the Sellers would reasonably be expected to incur, any Liability arising from the failure to pay wages (including overtime wages), the misclassification of unlawful employment practicesemployees as independent contractors, the misclassification of employees as exempt from the requirements of the FLSA or similar state Laws, or notice of a joint-employer relationship.
(e) Within the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws past six (6) months prior to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, (i) there has been no “mass layoff” or “plant closing” (as defined under WARN) with respect to the Sellers or the Business and (ii) neither the Sellers nor the Business have not been affected by any transaction that would trigger application of WARN in the past six (6) months. The Sellers have complied in all material respects with WARN and, except as contemplated by the Transactions, have no plans to undertake any actions that would trigger WARN.
(f) The U.S. employees of the Business are authorized and have appropriate documentation to work in the jurisdictions in which they work and, to the Knowledge of Seller, no Form I-9 was improperly prepared or false or inadequate documentation was provided in connection with satisfying the requirements of such Form I-9. The Sellers have not, since the Reference Date, been notified in writing of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement or other federal agency charged with administration and enforcement of federal immigration laws concerning Sellers, and Sellers have not received any “no match” notices from ICE, the Social Security Administration or the IRS.
(g) Since the Reference Date, (i) to the Knowledge of Seller, no allegations of sexual harassment or sexual misconduct have been made against any director or officer of the Business; (ii) the Sellers have not entered into any settlement or separation agreements related to allegations of sexual harassment or sexual misconduct by an U.S. employee of the Business; (iii) to the Knowledge of Seller, no director or officer has left the Business wholly or partly as a result of an allegation of unlawful harassment (whether substantiated or not); (iv) the Sellers have not have investigated and taken prompt corrective action to prevent further discrimination and harassment with respect to each such allegation with potential merit; and (v) the Sellers have not incurred, and no circumstances exist under which the Sellers would reasonably be expected to incur, any Liability resulting from an allegation of sexual harassment or sexual misconduct.
(h) To the Knowledge of Seller, no U.S. employee of the Business is in any respect in violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or obligations: (i) to the Sellers or (ii) to a former employer of any such individual relating to the right of such individual to be employed by the Business.
(i) There are no complaints or lawsuits, Actions pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class Sellers of the foregoingBusiness with any Governmental Body, relating to arbitrator or mediator by any such LawsU.S. employee, consultant or independent contractor of the Business, or alleging breach of by any express Governmental Body, arbitrator or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws mediator relating to the confidentialityemployment or engagement of any such U.S. employee, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually consultant or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeindependent contractor.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sonendo, Inc.), Asset Purchase Agreement (Biolase, Inc)
Labor Matters. (ai) Set forth on Section 5.01(s) of the Company Disclosure Schedule is a true and complete list of the names, titles, annual salaries, other compensation and wage and hour exemption status of all employees of the Company and the Company Subsidiaries and a summary of all contracts or commitments by the Company or the Company Subsidiaries to increase the compensation or to modify the conditions or terms of employment of any of its or their employees.
(ii) All employees of the Company and the Company Subsidiaries are authorized to work in the United States of America and a Form I-9 has been properly completed and retained with regard to each such employee.
(iii) There are no agreements with, or pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of the Company or any of the Company Subsidiaries 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 comparable foreign, state or local labor relations tribunal or authority. There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes, other than routine grievance matters, now pending or threatened against or involving the Company or any of the Company Subsidiaries and there have not been any such labor strikes, work stoppages or other labor troubles, other than routine grievance matters, with respect to the Company or any of the Company Subsidiaries at any time within five (5) years of the date of this Agreement.
(iv) Neither the Company nor any of its the Company Subsidiaries is currently or hasat any time since January 1, since December 31, 2012, been, 2010 has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of the Company and the Company Subsidiaries are in material compliance with all applicable state, federal and local Laws relating to labor, employment, termination of employment or similar matters, including but not limited to Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave and employee terminations, and have not engaged in any collective bargaining agreement unfair labor practices or similar prohibited practices. Except as would not result in any labor union contract or trade union agreement or work rules, nor are there any employees of material liability to the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or complaints, lawsuits, arbitrations, administrative proceedings or other proceedings of any nature pending or, to the Knowledge of the Company, threatened against the Company or any of its the Company Subsidiaries brought by any current or former employee or their eligible dependents or beneficiaries.
(v) No Person has claimed, or to the Knowledge of the Company or the Company Subsidiaries, has valid reason to claim that any employee or former employee of the Company or the Company Subsidiaries: (x) is in violation of any material term of any employment agreement, confidentiality agreement, non-competition agreement or any restrictive covenant with such Person; (y) has disclosed or utilized any trade secret, confidential or proprietary information or documentation belonging to such Person in connection with employment with the Company or the Company Subsidiaries; or (z) has interfered in the employment relationship with such Person and any of its present or former employees in violation of any law or enforceable agreement between such Person and the applicable employee.
(vi) To the Knowledge of the Company and the Company Subsidiaries, no employee of the Company or the Company Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Person and any other Person that could reasonably be expected to (x) prohibit the performance by such Person of his/her duties for or on behalf of any applicant for employment, any current employee the Company or any class the Company Subsidiaries; or (y) adversely affect the ability of the foregoing, relating Company or the Company Subsidiaries to any such Laws, conduct its or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshiptheir primary business.
(evii) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment No executive or group of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to employees has informed the Company and its or the Company Subsidiaries of his, her or their intent to terminate employment with the Company or the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Mission Community Bancorp), Merger Agreement (Heritage Oaks Bancorp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees Subsidiary of the Company or any of its Subsidiaries who areis a party to, or since December 31is bound by, 2012 any Collective Bargaining Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have beena Material Adverse Effect, represented by a works council or a labor organization, nor, (i) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union, (bii) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, walk-out, picketing, work stoppage or concerted refusal to work overtime or other similar labor activity or dispute by or with respect to the employees of the Company or any of its Subsidiaries, (iii) 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 and (iv) there are no pending or, to the Knowledge of the Company, threatened, labor strikeunion grievances against the Company.
(b) Since the Applicable Date, walkout(i) the Company has been in compliance with all applicable Laws pertaining to employment and employment practices, work stoppageemployment standards, slowdown or lockout with respect including employment of minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance and/or pay equity, to the extent they relate to employees of the Company; (ii) the Company or any of its Subsidiaries.
(c) As has not received written notice of the date intent of this Agreement, there is no unfair any Governmental Authority responsible for the enforcement of labor practice or labor arbitration proceeding pending oremployment laws to conduct an audit or investigation of the Company that has not been completed and, to the Knowledge of the Company, threatened against no such audit or investigation is in progress; (iii) the Company has filed all reports, information and notices required under applicable Laws regarding the hiring, hours, wages, occupational safety and health, employment, promotion, termination or its Subsidiaries benefits of all employees, and will timely file, prior to Closing, all such reports, information and notices required by applicable Laws to be given prior to Closing; (iv) there is no misclassification of any individual that renders services to the Company who is classified as (A) an independent contractor or other non-employee status, (B) an exempt or non-exempt employee or (C) an intern for all purposes, including taxation and Tax reporting, Fair Labor Standards Act purposes and applicable Laws governing the payment of wages; (v) the Company has paid or accrued all wages and compensation due to all employees, including all overtime pay, vacations or vacation pay, holidays or holiday pay, sick days or sick pay and bonuses; (vi) the Company has maintained records for all employees and personnel records in compliance with applicable Law; (vii) there are no outstanding penalties pursuant to worker’s compensation statutes, or charges regarding same; (viii) the Company has complied with the requirements of the Immigration Reform and Control Act of 1986 and Section 274(A) of the Immigration and Nationality Act with respect to all employees, and all employees who are performing services for the Company in the United States are legally able to work in the United States; and (ix) the Company has complied with the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or other applicable Law provisions, except, in each case, as would reasonably be expectednot, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, expected to be material to the Company and its Subsidiaries, taken as have a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipMaterial Adverse Effect.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, has been since December 31, 2012, been, the Company Applicable Date a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesLabor Agreement with, nor are there any employees and no employee of the Company or any of its Subsidiaries who areis represented by, any labor union, works council, or since December 31, 2012 have been, represented by a works council or a other labor organization, nor. There is no pending or, to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor threatened union to organize any representation petition involving employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Company Applicable Date. The Company and its Subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the Transactions.
(b) As of Except as would not reasonably be expected to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, there is no material pending unfair labor practice, charge or grievance arising out of a Labor Agreement or any other labor-related Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened.
(c) There is, and since the Company Applicable Date has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, hand-billing, or other material labor dispute pending, or, to the knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown against or lockout with respect to employees of involving the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Company Material Adverse Effect, the Company and its SubsidiariesSubsidiaries are, taken as a whole, (i) and since the Company and each of its Subsidiaries are and Applicable Date have been been, in compliance in all material respects with all applicable localLaws respecting labor, state, federal employment and foreign Laws relating to employment, employment practices including, without limitation, all such Laws relating to discrimination, hours respecting terms and conditions of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours hours, worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, family and medical leave and occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, affirmative action, Office of workFederal Contract Compliance Programs regulations, child labor, immigrationunemployment insurance, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressrequirements, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment. Since the Company Applicable Date, wrongful termination neither the Company nor any of employment its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other discriminatory, wrongful Governmental Entity responsible for the enforcement of labor or tortious employment Laws to conduct in connection an investigation with the employment relationship.
(e) The Company is in compliance with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case as its Subsidiaries which would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Company Material Adverse Effect.
(e) Since the Company Applicable Date, the Company and its SubsidiariesSubsidiaries have promptly investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which the Company has knowledge. With respect to any such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that the Company (or the Subsidiary at issue, as applicable) determined was reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or agents of the Company and its Subsidiaries that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.
(f) To the knowledge of the Company, as of the date hereof, no executive officer of the Company or any Subsidiary of the Company, nor any employee of the Company or any Subsidiary of the Company with the title of Vice President or above, intends to voluntarily terminate their employment prior to the one (1) year anniversary of the Closing.
(g) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, or reduction in salary or wages affecting employees of the Company or any Subsidiary of the Company has occurred since the Company Applicable Date or is as of the date of this Agreement contemplated or planned, including as a wholeresult of COVID-19. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have not experienced any material employment-related liability with respect to COVID-19.
Appears in 2 contracts
Sources: Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, Inc.)
Labor Matters. (a) Neither As of the date hereof, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or collective bargaining agreement, nor is any such agreement being negotiated. Except as would not, individually or in the aggregate, reasonably be expected to have a labor organizationCompany Material Adverse Effect, northere are no labor-related strikes, walkouts or other work stoppages pending or, to the Knowledge of the Company, are therethreatened in writing, and, since January 30, 2022, neither the Company nor since December 31any of its Subsidiaries has experienced any such labor-related strike, 2012 have walkout or other work stoppage. To the Knowledge of the Company, as of the date of this Agreement, there beenis no pending organizing campaign, any pending activities or proceedings of any and no labor union or works council has made a pending written demand for recognition or certification, in each case, with respect to organize any employees of the Company or any of its Subsidiaries.
(b) As Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 30, 2022 have been, in compliance with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health.
(c) Except as set forth in Section 4.13(c) of the date Company Disclosure Letter, since January 30, 2022, neither the Company or any of this Agreementits Subsidiaries has implemented a plant closing, mass layoff or other action which would trigger the notice requirements of the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable Laws (collectively, the “WARN Act”) and there is are no outstanding material pending or, to liabilities under the WARN Act.
(d) To the Knowledge of the Company, threatenedin the past three (3) years, labor strike, walkout, work stoppage, slowdown no material allegation of sexual harassment has been made by or lockout with respect to employees against any officer or director of the Company or any of its SubsidiariesSubsidiaries in their capacity as such.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Nordstrom Erik B), Agreement and Plan of Merger (Nordstrom Inc)
Labor Matters. Except as set forth in Schedule 3.1(s) of the Company Disclosure Schedule or in the Company SEC Documents:
(ai) Neither neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other current labor agreement with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have and there been, any pending activities or proceedings of any labor is no current union to organize any representation question involving employees of the Company or any of its Subsidiaries., nor does the Company or any of its Subsidiaries know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees;
(bii) As of the date of this Agreement, there is no material pending unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees knowledge of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending orthreatened, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedthat, individually or in the aggregate, has had or could reasonably be expected to be material to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company and to perform its Subsidiariesobligations under any of the Transaction Documents in any material respect, taken as a whole.
or (dC) Except as would not reasonably be expected, individually delay in any material respect or in prevent the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice consummation of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent transactions contemplated by any of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and Transaction Documents;
(iii) as of the date of this Agreementthere is no complaint, there are no complaints lawsuit or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or proceeding in any of its Subsidiaries brought forum by or on behalf of any present or former employee, any applicant for employment, any current employee employment or any class classes of the foregoing, relating to any such Laws, or foregoing alleging breach of any express or implied contract of employment, wrongful termination of any Law governing employment or any the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The relationship against the Company is in compliance with all Laws relating or any of its Subsidiaries pending, or, to the confidentialityknowledge of the Company or any of its Subsidiaries, securitythreatened, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedthat, individually or in the aggregate, has had or could reasonably be expected to be (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;
(iv) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company and or any of its Subsidiaries, taken threatened, against or involving the Company 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 proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of the Company or any of its Subsidiaries is or may be entitled to claim indemnification from the Company or any of its Subsidiaries pursuant to the Articles of Incorporation or 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 of the Company is a wholeparty 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.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Hicks Thomas O), Stock Purchase Agreement (Coho Energy Inc)
Labor Matters. (a) Neither As of the Company nor any of its Subsidiaries is or hasdate hereof, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees no employee of the Company or any of its Subsidiaries who are, is covered by an effective or since December 31, 2012 have been, pending collective bargaining agreement or similar labor agreement or represented by a works council labor union or a labor organization, nor, to similar representative. To the Knowledge knowledge of the Company, are therethere has not been any activity since January 1, nor since December 31, 2012 have there been, any pending activities or proceedings 2019 on behalf of any labor union union, labor organization or similar employee group to organize any employees of the Company or any of its Subsidiaries.
. There are no (bi) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, unfair labor strike, walkout, work stoppage, slowdown practice charges or lockout with respect to employees of complaints against the Company or any of its Subsidiaries.
(c) As Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the knowledge of the date of this AgreementCompany no such representations, there is no unfair claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor practice relations tribunal or labor authority or (iii) grievances or pending arbitration proceeding pending or, to the Knowledge of the Company, threatened proceedings against the Company or any of its Subsidiaries that would reasonably be expectedarose out of or under any collective bargaining agreement, in each case, except such matters as, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Since January 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 or any of its Subsidiaries by its employees.
(db) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localLaws respecting employment and employment practices, state, federal terms and foreign Laws relating to conditions of employment, includingcollective bargaining, without limitationdisability, Laws relating to discriminationimmigration, health and safety, wages, hours of work and the payment of wages or benefits, non-discrimination in employment, overtime wagesclassification, classification of employees and independent contractors, health workers’ compensation and safetythe collection and payment of withholding and/or payroll Taxes and similar Taxes, layoffs except where such noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. During the preceding three years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closings closing” (as defined in the Worker Adjustment Retraining and collective bargainingNotification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company and or any of its Subsidiaries have not received notice affecting any site of employment or one or more facilities or operating units within any charge site of employment or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, facility and (iii) as neither the Company nor any of its Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law.
(c) With respect to any current or former employee, officer, consultant or other service provider of the date of this AgreementCompany, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened actions against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Lawspending, or alleging breach of any express to the Company’s knowledge, threatened to be brought or implied contract of employmentfiled, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws or engagement of any current or former employee, officer, consultant or other service provider of the Company, including any claim relating to the confidentialityemployment discrimination, securityharassment, use and treatment of employee information and personally identifiable dataretaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except in each case as would not reasonably be expectedwhere such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(d) Except with respect to any Company Plan (which subject is addressed in Section 3.12 above), the execution and delivery of this Agreement and the consummation of the Transactions will not result in any breach or violation of, or cause any payment to be material made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company and or any of its Subsidiaries, taken as Subsidiaries is a wholeparty.
Appears in 2 contracts
Sources: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Parsley Energy, Inc.)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor nor, to the Knowledge of the Company, are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending or activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As Subsidiaries and no consent or approval of any works council or labor organization is required as a result of the date of transactions contemplated by this Agreement, there . There is no material pending or, to the Knowledge of the Company, threatened, material labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries, and no such strike, walkout, slowdown or lockout has occurred within the past five (5) years.
(cb) As of the date of this Agreement, there There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries Subsidiaries, except for any such proceeding that would not have or reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(dc) Except as would not have or reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(ed) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Except as would not have or reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Company Material Adverse Effect, the Company and each of its Subsidiaries have (i) withheld all amounts required by law to be withheld from the wages, salaries, and other payments to employees; and (ii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business, consistent with past practice).
(e) Since January 1, 2011 and except as in compliance with the Worker Adjustment and Retraining Notification Act of 1988 and any similar applicable state or local Law requiring notice to employees in the event of a closing or layoff (the “WARN Act”)
(i) neither the Company nor any of its Subsidiaries in the United States has effectuated a “plant closing” (as defined in the WARN Act or any similar state or local Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company and/or any of its Subsidiaries, taken and (ii) there has not occurred a “mass layoff” (as defined in the WARN Act or any similar state or local Law) affecting any site of employment or facility of the Company or any of its Subsidiaries in the United States.
(f) To the Knowledge of the Company, except as would not have or reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect, no employees of the Company or any of its Subsidiaries are in violation of any term of any employment Contract, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation 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 Subsidiary because of the nature of the business conducted by the Company or any Subsidiary or to the use of trade secrets or proprietary information of others.
(g) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or other material violation of any collective bargaining agreement, trade union agreement, works council agreement or regulations or any other labor-related agreement to which the Company or any of its Subsidiaries is a party.
Appears in 2 contracts
Sources: Merger Agreement (NXP Semiconductors N.V.), Merger Agreement (Freescale Semiconductor, Ltd.)
Labor Matters. (a) Neither the No Parent Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or is bound by, any collective bargaining agreement or similar agreement with any labor union contract union, labor organization or trade union works council, and no Parent Company has been a party to or bound by any such agreement within the last three years. No Parent Company is obligated under any agreement to recognize or work rulesbargain with any labor organization, nor are representative, union, or works council. Since January 1, 2016, there has been no: (i) to the knowledge of Parent, organizational activity (including without limitation any petition or demand for recognition or election) or threat thereof by or with respect to any employees of the Company or any of its Subsidiaries who arethe Parent Companies, or since December 31(ii) strike, 2012 have beenpicketing, represented by a works council work stoppage or a labor organizationlockout, noror, to the Knowledge knowledge of the CompanyParent, are therethreat thereof, nor since December 31, 2012 have there been, any pending activities by or proceedings of any labor union with respect to organize any employees of any of the Parent Companies, whether engaged in collective action or not, except where such strike, picketing, work stoppage, or lockout has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Each Parent Company has complied in all material respects with all applicable Laws relating to wages, hours, immigration, discrimination in employment, collective bargaining and all other Laws pertaining to employment and labor, including WARN, and are not liable for any arrears of wages or any of its Subsidiaries.
(b) As Taxes or penalties for failure to comply with any of the date of this Agreementforegoing. There is no, and within the past three years there is no material has not been any, Action pending or, to the Knowledge knowledge of Parent, threatened by or on behalf of any employee or independent contractor or group of employees or independent contractors (in each case, current or former) of any of the CompanyParent Companies, threatenedincluding any charge, grievance, complaint or investigation alleging material violation of any local, state, federal or other Law related to labor strikeor employment, walkoutwhether domestic or international, work stoppageincluding without limitation, slowdown Laws related to wages and hours (including the Fair Labor Standards Act and comparable state or lockout with respect to employees local Laws), immigration, discrimination in employment, collective bargaining, workplace health and safety, plant layoffs or shutdowns (including WARN) or any other Action before or under the jurisdiction of the Company Office of Federal Contract Compliance Programs, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the U.S. or any State Department of its Subsidiaries.
(c) As of the date of this AgreementLabor, there is no unfair labor practice or labor arbitration proceeding pending orany other Governmental Entity, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedin each case except as, individually or in the aggregate, to be material to the Company has not had, and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expectedexpected to have, individually or a Parent Material Adverse Effect. Without limiting the generality of the foregoing, each employee of a Parent Company who works in the aggregateUnited States or any non-U.S. jurisdiction is duly authorized to work in the United States or such other non-U.S. jurisdiction, to be material to respectively, and the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and Acquired Companies have been in compliance complied in all material respects with all applicable localLaws concerning each such current and former employee’s employment eligibility verification, including with respect to Forms I-9 for U.S. employees. No Parent Company is a federal, state, federal and foreign Laws relating local or other government contractor or subcontractor, nor otherwise required to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages comply with any affirmative action obligations or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating requirements applicable to any such Laws, contractor or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipsubcontractor.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (HFF, Inc.), Merger Agreement (Jones Lang Lasalle Inc)
Labor Matters. (a) Neither Other than as set forth on Schedule 4.16(a) of the Seller Disclosure Schedules, (i) neither Seller nor the Company nor any of its Subsidiaries Subsidiary is or has, since December 31, 2012, been, a party to any collective bargaining agreement Collective Bargaining Agreement with respect to its Employees, (ii) no Employee of Seller or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, Subsidiary is represented by a works council or a any labor organization, nor, to the Knowledge (iii) no labor organization or group of the Company, are there, nor since December 31, 2012 have there been, any pending activities Employees of Seller or proceedings of any labor union to organize any employees of the Company Subsidiary has made a demand for recognition or any of its Subsidiaries.
(b) As request for certification that is pending as of the date of this Agreementhereof, nor have there is been any such demands or requests in the last three (3) years and (iv) there are no material representation or certification proceedings or petitions seeking a representation election presently pending or, to the Knowledge of the CompanySeller, threatened, to be brought or filed with the United States National Labor Relations Board or other labor strikerelations tribunal involving Seller, walkout, work stoppage, slowdown or lockout with respect to employees of nor have there been any such proceedings in the Company or any of its Subsidiarieslast three (3) years.
(cb) As of the date of this AgreementThere are no strikes, there is no unfair labor practice lockouts, work stoppages or labor arbitration proceeding slowdowns pending or, to the Knowledge of the CompanySeller, threatened against or involving Seller or the Company Subsidiary, nor have there been any such events in the last three (3) years.
(c) No Employee is in any respect in material violation of any term of any employment agreement, nondisclosure agreement common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or its Subsidiaries other obligation to (i) Seller or the Company Subsidiary, as applicable, or (ii), to the Knowledge of Seller, to any former employer of any such Employee related to (A) the right of any such Employee to be employed by Seller or the Company Subsidiary, as applicable, or (B) to the knowledge or use of any trade secrets or proprietary information.
(d) Neither Seller nor the Company Subsidiary is a government contractor or otherwise required to comply with the obligations of Executive Order 11246.
(e) Neither Seller nor the Company Subsidiary has incurred any material liability under the WARN Act or similar Laws of any jurisdiction, which remains unpaid or unsatisfied, and neither Seller nor the Company Subsidiary has terminated the employment of any employees, separately or as a group, that triggered any obligations under such Laws without giving the notices required thereunder, that would have, or would reasonably be expectedlikely to result in, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ciber Inc), Asset Purchase Agreement (Ciber Inc)
Labor Matters. (a) Neither the Company nor Since January 1, 2008, there has not been any of its Subsidiaries is adoption, amendment or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of termination by the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any collective bargaining or other labor union Contract to organize which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound that covers any employees of the Company or any of its Subsidiaries.
(b) As . None of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the date Company or any of this Agreement, there is no unfair labor practice its Subsidiaries has made a pending demand for recognition or labor arbitration proceeding pending orcertification to the Company or any of its Subsidiaries and, to the Knowledge knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened against in writing to be brought or filed with the National Labor Relations Board or any other Governmental Entity. Since January 1, 2008, neither the Company or nor any of its Subsidiaries that has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements.
(b) Except as would reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) 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 for it or amounts required to be material reimbursed to such employees, (ii) no employee of the Company at the vice president level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (iii) to the knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment Contract, nondisclosure agreement, common law nondisclosure obligations, 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 nature 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.
(c) Except as set forth in Section 5.15(c) of the Company Disclosure Schedule, (i) each of the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been is in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company bargaining agreements respecting employment and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice terms and conditions of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or and occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, health; and (iiiii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, each individual who renders services to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought who is classified by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and its Subsidiaries, taken as a wholetax reporting and under Company Benefit Plans) is properly so characterized.
Appears in 2 contracts
Sources: Share Exchange Agreement (Res Care Inc /Ky/), Share Exchange Agreement (Res Care Inc /Ky/)
Labor Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of taxes.
(b) Neither the Company nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any labor union contract or trade union other similar agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this AgreementSubsidiaries with any labor organization, there is no unfair labor practice union or labor arbitration proceeding pending orother employee representative, and, to the Knowledge Company’s knowledge, since January 1, 2017 through the date hereof, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of the Companya collective bargaining or similar unit relating to any director, threatened against officer or employee of the Company or any of its Subsidiaries that Subsidiaries. Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental Authority or any current union representation questions involving any director, wrongful officer, or tortious conduct in connection employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material respect to the Company and or its Subsidiaries, taken as a wholeand (ii) there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Celgene Corp /De/), Merger Agreement (Bristol Myers Squibb Co)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is has received notice since January 1, 2006 of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or has, since December 31, 2012, been, a party workplace safety and insurance/workers compensation laws to any collective bargaining agreement conduct an investigation of or affecting the Company or any labor union contract of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress.
(b) Except as set forth on Section 3.16(b) of the Company Disclosure Letter, (i) there is no (and have not been since January 1, 2006) strike or trade union agreement or work rules, nor are there lockout with respect to any employees of the Company or any of its Subsidiaries who are(“Employees”), or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge of the Company, are therethere is no (and has not been since January 1, nor since December 31, 2012 have there been, any 2006) union organizing effort pending activities or proceedings of any labor union to organize any employees of threatened against the Company or any of its Subsidiaries.
, (biii) As of the date of this Agreement, there is no material pending or, to (and has not been during the Knowledge of two year period preceding the Company, threateneddate hereof) unfair labor practice, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole.
(div) Except as would there is no (and has not reasonably be expected, individually or in been during the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of two year period preceding the date of this Agreement, there are no complaints hereof) slowdown or lawsuits, pending work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Employees, (v) the Company and its Subsidiaries are in all material respects in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safely and health and unfair labor practices, and (vi) there is no complaint, charge, or claim against the Company or its Subsidiaries pending or, to the Company’s Knowledge, threatened to be brought or filed with any Governmental Entity 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 its Subsidiaries. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998 as a result of any action taken by the Company.
(c) To the Company’s Knowledge, no officer, employee, agent, or consultant of the Company or any of its Subsidiaries brought by or on behalf is in violation of any applicant for term of any employment, any current employee or any class of the foregoingconsultant, relating to any such Lawsnon-disclosure, non-competition, confidentiality, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipsimilar agreement.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Goldman Sachs Group Inc/), Merger Agreement (Waste Industries Usa Inc)
Labor Matters. Except as set forth on Schedule 4.1(p) or in the Company SEC Documents:
(ai) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any labor or collective bargaining agreement or any labor union contract or trade union agreement or work rulesagreement, nor are there any and no employees of the Company or any of its Subsidiaries who areare represented by any labor organization. Within the preceding three years, there have been no representation or certification proceedings, or since December 31petitions seeking a representation proceeding, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Company, are therethreatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, nor since December 31to the best knowledge of the Company, 2012 there have there been, been no organizing activities involving the Company or any pending activities or proceedings of its Subsidiaries with respect to any labor union to organize any group of employees of the Company or any of its Subsidiaries.
(bii) As of There are no, and within the date of this Agreementpreceding three years have not been any, there is no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Knowledge knowledge of the Company, threatenedthreatened against or involving the Company or any of its Subsidiaries. There are no, and within the last three years have not been any, unfair labor strikepractice charges or complaints pending or, walkoutto the best knowledge of the Company, work stoppagethreatened by or on behalf of any person (including, slowdown without limitation, any employee or lockout applicant for employment of the Company or any of its Subsidiaries), group or labor organization.
(iii) There are no, and within the last three years have not been any, complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the best knowledge of the Company, threatened to be brought or filed, with respect any Governmental Entity or arbitrator(s) based on, arising out of, in connection with, or otherwise relating to employees the employment or termination of employment of any individual (including, without limitation, any employee or applicant for employment of the Company or any of its Subsidiaries) by the Company or any of its Subsidiaries.
(civ) As of To the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge best knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to each of the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been is in compliance in all material respects with all applicable locallaws, state, federal regulations and foreign Laws orders relating to employmentemployment and labor, includingincluding but not limited to all such laws, without limitation, Laws regulations and orders relating to discriminationwages and hours, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company equal employment opportunity, affirmative action, discrimination, civil rights, employee benefits, plant closing and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labormass layoff, immigration, or occupational medical and family leave, safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresshealth, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax.
(iiiv) as As of the date of this Agreementhereof, there are is no complaints proceeding, claim, suit, action or lawsuits, governmental investigation pending or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.its
Appears in 2 contracts
Sources: Merger Agreement (International Home Foods Inc), Merger Agreement (International Home Foods Inc)
Labor Matters. (a) Neither None of the Company employees of any MLP Group Entity is represented in his or her capacity as an employee of any MLP Group Entity by any labor organization. No MLP Group Entity has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of its Subsidiaries is or hasany employees of an MLP Group Entity, since December 31, 2012, been, a party to nor has an MLP Group Entity entered into any collective bargaining agreement or union Contract recognizing any labor union contract or trade union agreement or work rules, nor are there organization as the bargaining agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesan MLP Group Entity.
(b) As of No MLP Group Entity has received written notice during the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice past two years of the intent of any Governmental Entity Authority responsible for the enforcement of labor, employment, wages occupational health and hours of work, child labor, immigration, safety or occupational workplace safety and health laws insurance/workers compensation Laws to conduct an investigation of any MLP Group Entity with respect to or relating such matters and, to them or notice that the Knowledge of the MLP Entities, no such investigation is in progress. There is no (and, and (iii) as of during the two-year period preceding the date of this Agreement, there are no complaints has not been any) (i) strike or lawsuitslockout with respect to any employees of any MLP Group Entity, (ii) to the Knowledge of the MLP Entities, union organizing effort pending or threatened against any MLP Group Entity, (iii) except as would not reasonably be expected to result in an MLP Material Adverse Effect, unfair labor practice or labor dispute with respect to any employees of any MLP Group Entity, (iv) labor Proceeding pending or, to the Knowledge of the CompanyMLP Entities, threatened against any MLP Group Entity or (v) slowdown, or work stoppage in effect or, to the Company or Knowledge of the MLP Entities, threatened with respect to any of its Subsidiaries brought by or on behalf employees of any applicant for employment, MLP Group Entity. No MLP Group Entity has any current employee or any class liabilities under the Worker Adjustment and Retraining Act of the foregoing, relating to any such Laws, or alleging breach 1988 as a result of any express or implied contract action taken by any MLP Group Entity which remains outstanding and unsatisfied. Each MLP Group Entity is, and during the two year period preceding the date of employmentthis Agreement has been, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all applicable Laws relating to the confidentialityin respect of employment and employment practices, securityterms and conditions of employment, use wages and treatment hours and occupational safety and health (including classifications of employee information and personally identifiable dataservice providers as employees and/or independent contractors), except in each case as for any noncompliance which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its Subsidiaries, taken MLP Group Entities or otherwise interfere in any material respect with the conduct of their respective businesses as a wholecurrently conducted.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (PetroLogistics LP)
Labor Matters. (a) Neither the Company nor any of Except as would not reasonably be expected to be material to IMS Health and its Subsidiaries is taken as a whole, (i) there are no strikes or haslockouts pending or, since December 31to the knowledge of IMS Health, 2012, been, a party threatened with respect to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company IMS Health or any of its Subsidiaries who are(“IMS Health Employees”), or since December 31and there have been no such activities in the past three (3) years, 2012 have been(ii) to the knowledge of IMS Health, represented by a works council or a labor organization, northere is no union organizing effort pending or, to the Knowledge knowledge of the CompanyIMS Health, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company threatened against IMS Health or any of its Subsidiaries.
, and there have been no such activities in the past three (b3) As of the date of this Agreementyears, (iii) there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge knowledge of the CompanyIMS Health, threatened against IMS Health or any of its Subsidiaries, and there have been no such activities in the Company past three (3) years, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of IMS Health, threatened with respect to IMS Health Employees, and there have been no such activities in the past three (3) years, (v) no petition has been filed or proceeding instituted by or on behalf of any labor union, works council or other employee representative organization with any Governmental Entity seeking recognition or certification of a bargaining representative of any employees of IMS Health or any of its Subsidiaries, and (vi) there is no charge, complaint, or investigation pending or, to the knowledge of IMS Health, threatened by any Governmental Entity against IMS Health or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, including, workplace health and safety, terms and conditions of employment, wages and hours, unfair labor practices, or employee classification.
(b) Section 3.13(b) of the IMS Health Disclosure Letter sets forth all material U.S. and non-U.S. employee representative bodies, including all labor unions, labor organizations and works councils, and all collective bargaining agreements or other agreements with a labor union, works council or other employee representative organization in effect that covers any employees of IMS Health or any of its Subsidiaries or to which IMS Health or any of its Subsidiaries is a party or otherwise bound.
(c) Except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company an IMS Health Material Adverse Effect, IMS Health and its SubsidiariesSubsidiaries are in compliance with all applicable Laws respecting employment and employment practices, taken as a wholeincluding, workplace health and safety, terms and conditions of employment and wages and hours, unfair labor practices, and employee classification.
(d) Except as would not reasonably be expected, individually or expected to result in the aggregate, material liability to be material to the Company IMS Health and its Subsidiaries, Subsidiaries taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or neither IMS Health nor any of its Subsidiaries brought by has any liabilities or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging is in breach of any express or implied contract obligations under the Worker Adjustment Retraining and Notification Act of employment1988, wrongful termination of employment as amended (the “WARN Act”) or any other discriminatory, wrongful similar state or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken local Law as a wholeresult of any action taken by IMS Health (other than at the written direction of Quintiles).
Appears in 2 contracts
Sources: Merger Agreement (IMS Health Holdings, Inc.), Merger Agreement (Quintiles Transnational Holdings Inc.)
Labor Matters. (a) Neither Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, neither the Company nor any of its the Company Subsidiaries is or has, since December 31, 2012, been, a are party to any labor or collective bargaining agreement and, as of the date of this Agreement, no such agreement is currently being negotiated. Since January 1, 2001, no labor organization has been elected as the collective bargaining agent of any employee or any labor union contract or trade union agreement or work rules, nor are there any group of employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) . As of the date of this Agreement, there is are no material pending or(i) picketing, to the Knowledge of the Company, threatened, labor strike, walkoutstrikes, work stoppagestoppages, slowdown work slowdowns, lockouts or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding other job actions pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to involving the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge material unfair labor practice charges or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, material labor disputes pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or the Company Subsidiaries, (iii) election, petition or proceeding by a labor union or representative thereof to organize any employees of the Company or the Company Subsidiaries or (iv) material grievance or arbitration demands against the Company or any of its the Company Subsidiaries brought by whether or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating not filed pursuant to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipa collective bargaining agreement.
(eb) The Company is and the Company Subsidiaries are in compliance with all Laws relating to respecting the confidentialityemployment of labor, securityincluding wages and hours, use fair employment practices, discrimination, terms and treatment conditions of employee information employment, workers’ compensation, collection and personally identifiable datapayment of withholding and/or social security taxes and any similar Tax, except occupational safety, plant closings, mass layoffs and the Immigration Reform and Control Act, as amended, except, in each case as case, where such non-compliance would not reasonably be expectedexpected to be, individually or in the aggregate, to be material to the Company and its the Company Subsidiaries, taken as a whole.
(c) To the Knowledge of the Company, all employees of the Company and the Company Subsidiaries possess all applicable passports, visas, permits and other authorizations required by all applicable immigration or similar Laws to be employed by and to perform services for and on behalf of the Company and the Company Subsidiaries, except where the failure to possess such passports, visas or other authorizations would not, individually or in the aggregate, reasonably be expected to materially affect the conduct of business by the Company or any Company Subsidiary.
(d) Section 4.13(d) of the Company Disclosure Schedule sets forth, to the Knowledge of the Company, the number of employees and, separately, the number of independent contractors employed by the Company and the Company Subsidiaries as of March 31, 2011, by country where employed.
(e) To the Knowledge of the Company, the Company and the Company Subsidiaries have reasonably classified for all purposes all employees, leased employees, consultants and independent contractors, and have withheld and paid all applicable Taxes and made all required filings in connection with services provided by such persons, except where the failure to withhold or pay such applicable Taxes has not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the Company and the Company subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (National Semiconductor Corp), Merger Agreement (Texas Instruments Inc)
Labor Matters. (a) Neither the Company Parent nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2000 has been, a party to any or bound by a collective bargaining agreement or other similar agreement with any labor union contract or trade union labor organization applicable to the employees of Parent or any of its Subsidiaries, and no such agreement is currently being negotiated. Since January 1, 2000, no representation election petition or work rules, nor are there application for certification has been filed by any employees of Parent or any of its Subsidiaries, nor is such a petition or application pending with the Company National Labor Relations Board or any Governmental Entity, and, to the knowledge of Parent, no labor union is currently engaged in or threatening, organizational efforts with respect to any employees of Parent or any of its Subsidiaries. Since January 1, 2000, no labor dispute, strike, slowdown, picketing, work stoppage, lockout or other collective labor action involving the employees of Parent or any of its Subsidiaries who are, has occurred or since December 31, 2012 have been, represented by a works council or a labor organization, noris in progress or, to the Knowledge knowledge of the CompanyParent, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company has been threatened against Parent or any of its Subsidiaries.
(b) As Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, each of the date Parent and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of this Agreementemployment, there immigration and wages and hours, and is not engaged in any unfair or unlawful labor practice.
(c) There is no material pending orLitigation pending, or to the Knowledge knowledge of Parent, threatened involving Parent or any of its Subsidiaries and any of their respective employees or former employees.
(d) To the Companyknowledge of Parent, threatenedsince January 1, labor strike2003, walkoutno employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any material applicable Law, work stoppagein each case, slowdown by Parent, any of its Subsidiaries or lockout with respect to employees any of their respective officers or directors.
(e) Since January 1, 2001, neither Parent nor any of its Subsidiaries 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 Parent or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of Parent or any of its Subsidiaries and for which Parent or any of its Subsidiaries has any liability; nor has Parent nor any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign Law or regulation similar to the WARN Act.
(cf) As Section 4.17(f) of the date of this AgreementParent Disclosure Letter contains a complete and correct list, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Companynames of all directors and officers of Parent, threatened against together with the Company number of shares of Parent Common Stock owned beneficially or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Lawsrecord, or alleging breach of any express or implied contract of employmentboth, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipby such Person.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Mission Resources Corp), Merger Agreement (Petrohawk Energy Corp)
Labor Matters. (a) Neither the Company No Seller nor any of its Subsidiaries such Seller’s Affiliates is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement agreements or other agreements with any union or labor union contract or trade union agreement or work rulesorganization (each, nor are there a “Union”) involving any employees of Sellers or their respective Affiliates employed at the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Station Properties. Except as would not reasonably be expectedexpected to be material, individually or in the aggregate, to be material within the past three (3) years, there have been no actual or, to the Company Knowledge of Sellers, threatened Union organizing efforts by a Union or a group of employees of either Sellers or its Affiliates employed at the Station Properties or primarily related to the Business for purposes of collective bargaining, strikes, lockouts, slowdowns, work stoppages, boycotts, picketing, walkouts, or other forms of organized labor disruption with respect to Sellers or their respective Affiliates and its Subsidiaries, taken as a wholesuch employees.
(db) Except as would not reasonably be expectedWithin the past three (3) years, individually or in the aggregate, to be material to the Company Sellers and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and their respective Affiliates have been and are currently in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentlabor and employment at the Station Properties, includingincluding Laws related to the hiring, without limitationpromotion, Laws relating to and termination of employees; discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful ; equal employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, opportunities; disability; labor relations; wages and hours of work, child labor, hours; worker classification; overtime; immigration, or ; workers’ compensation; employee benefits; working conditions; occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, health; and family.
(iiic) as of the date of this Agreement, there There are no complaints or lawsuits, pending or, to the Knowledge of the CompanySellers, threatened Proceedings, grievances, or unfair labor practice charges against the Company any Seller or any of its Subsidiaries Affiliates brought by or on behalf of any applicant for employmentemployment related to the Station Properties, any current employee or former employee, any person alleging to be a current or former employee, any representative, agent, consultant, independent contractor, subcontractor, leased employee, volunteer, or “temp” of Seller or its Affiliates related to the Station Properties, or any group or class of the foregoing, relating to or any such Governmental Entity, alleging a violation of any labor or employment Laws, or alleging breach of any collective bargaining agreement, breach of any express or implied contract of employment, wrongful termination of employment employment, or any other discriminatory, wrongful wrongful, or tortious conduct in connection with the employment relationship.
(e) The Company is , that would, individually, reasonably be expected to result in compliance with all Laws relating any loss to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, Business or the Assets greater than Five Hundred Thousand Dollars ($500,000) or otherwise individually have a Material Adverse Effect on the Business or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeAssets.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sunoco LP), Asset Purchase Agreement (Sunoco LP)
Labor Matters. (a) Neither As of the date hereof neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any applicable to their employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any no labor union is attempting to organize any such employees for the purpose of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that representation. Except as would reasonably be expectednot, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
: (di) Except as would not reasonably be expected, individually there is no unfair labor practice charge or in the aggregate, to be material complaint pending before any applicable Governmental Entity relating to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of or its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, any employee thereof; (ii) the Company and its Subsidiaries have not received notice of any charge there is no labor strike, slowdown or complaint with respect to work stoppage or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries brought has experienced any strike, slowdown or work stoppage, or lockout by or on behalf of any applicant for employmentwith respect to its employees; (iii) there is no representation petition or proceeding pending or, any current employee or any class to the Knowledge of the foregoingCompany, threatened before any applicable Governmental Entity relating to any such Laws, the employees of the Company or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct its Subsidiaries; (iv) the Company and its Subsidiaries are in connection with the employment relationship.
(e) The Company is in material compliance with all Laws relating to the confidentialityemployment or labor, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material relating to the terms and conditions of employees, former or prospective employees and other labor-related matters, including all Laws relating to discrimination, fair labor standards and occupational health and safety, or wrongful discharge (“Employment Laws”) and (v) no investigation by any Governmental Entity responsible for the enforcement of Employment Laws is in progress and neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity responsible for the enforcement of Employment Laws of an intention to conduct an investigation of the Company or its Subsidiaries following the date hereof.
(b) Since January 1, 2014, there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local “plant closing” law, with respect to the current or former employees of the Company or its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Cifc LLC)
Labor Matters. (a) Neither Except for the collective bargaining agreements set forth on Section 3.13(a) of the Company Disclosure Letter (each, a “CBA”), neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or other similar, material agreement with any labor union contract or trade union agreement or work rulesworks council, nor are there any employees other than industry-wide agreements outside of the Company or any of its Subsidiaries who areUnited States, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no material activities or proceedings of any labor union union, works council or similar organization to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is Employees. There are no material pending orlabor related strikes, to the Knowledge of the Companywalkouts, threatenedslowdowns, labor strike, walkoutdisputes, work stoppage, slowdown stoppages or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding lockouts pending or, to the Knowledge of the Company, threatened against in writing, and, since January 1, 2021, neither the Company or nor any of its Subsidiaries that would reasonably be expectedhas experienced any such material labor related strike, individually walkout, slowdown, disputes, work stoppage or lockout. To the 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 the aggregateeach case, with respect to be material to the any Company and its SubsidiariesEmployees. Additionally, taken as a whole.
(di) Except except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Company and each or any of its Subsidiaries are or any Company Employee, and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the except as would not have a Company Material Adverse Effect, there are no, and its Subsidiaries since January 1, 2021 there have not received notice of any charge or complaint been no, Actions with respect to or relating to them the Company or any of its Subsidiaries pending before the United States Equal Employment Opportunity Commission or any other applicable Governmental Entity Authority responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(eb) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries that is a party to any CBA, has, since January 1, 2021, performed all material obligations required to be performed by it pursuant to the terms of each CBA and none of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other Person party thereto, is in material breach of any CBA.
(c) To the Knowledge of the Company, no current executive officer of the Company is bound by any Contract (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority that would materially interfere with the use of such executive officer’s best efforts to promote the interests of the Company and its Subsidiaries or that would prohibit the Company from employing such officer.
(d) To the Knowledge of the Company, no current officer of the Company has notified the Company of an intent to terminate his, her or their employment or engagement with the Company.
(e) Since January 1, 2021, (i) to the Knowledge of the Company, no allegations of harassment or misconduct have been made against any individual in his or her capacity as an executive officer of the Company or as a member of the board of directors of the Company, and (ii) the Company has not entered into any settlement agreement related to allegations of harassment or misconduct by any current or former employee of the Company at the level of Vice President or above.
Appears in 2 contracts
Sources: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp)
Labor Matters. (a) Neither the Company RH nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, is any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) such agreement presently being negotiated. Except as would not reasonably be expectedlikely to have an RH Material Adverse Effect, individually the execution of this Agreement and the consummation of the Transaction by RH (i) will not result in any breach or other violation of any collective bargaining agreement or any other agreement with a labor union or labor organization to which RH or any of its Subsidiaries is a party and (ii) does not require any notification to or consent by any labor union, labor organization or works council.
(b) To the knowledge of RH, and except as would not reasonably be likely to result in the aggregate, a material liability to be material to the Company RH and its Subsidiaries, taken as a whole, in the U.S.
(i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages there is no organizational effort currently being made or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentlabor union, works council, or labor organization to organize any current employee employees of RH or any class of the foregoingits Subsidiaries, relating to any such Laws, or alleging breach (ii) no demand for recognition of any express or implied contract employees of employment, wrongful termination of employment RH or any other discriminatoryof its Subsidiaries has been made by or on behalf of any labor union, wrongful works council or tortious conduct in connection labor organization and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of RH or any of its Subsidiaries or group of employees of RH or any of its Subsidiaries with the employment relationshipany labor relations board or commission seeking recognition of a collective bargaining representative.
(ec) The Company There is in compliance with all Laws relating no pending or, to the confidentialityknowledge of RH, securitythreatened, use and treatment labor strike, dispute, walk-out, work-stoppage, slow-down or lockout involving RH or any of employee information and personally identifiable dataits Subsidiaries, except in each case as where such dispute, work stoppage, slow down or lockout, or, with respect to individuals providing services outside the U.S., such strike or walk-out, has not had or would not reasonably be expectednot, individually or in the aggregate, reasonably be likely to have an RH Material Adverse Effect.
(d) To the knowledge of RH, no employee of RH or any of its Subsidiaries with the title of vice-president or higher is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such employee to be material employed by RH or its Subsidiaries or (ii) to the Company and its Subsidiaries, taken as a wholeknowledge or use of Trade Secrets or proprietary information.
Appears in 2 contracts
Sources: Merger Agreement (Spectrum Brands, Inc.), Merger Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Labor Matters. (a) Neither Since December 28, 2008, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement agreement, labor union contract, trade union agreement, or any other labor-related agreements with any labor union contract union, labor organization or trade union agreement or work rulesworks council (each a “Collective Bargaining Agreement”), nor are there any (ii) no employees of the Company or any of its Subsidiaries who are, are or since December 31, 2012 have been, been represented by a any labor union, labor organization or works council in connection with their employment with the Company or a labor organizationany Subsidiary, nor, (iii) to the Knowledge of the Company, there currently are thereno, nor since December 31and there have not been any, 2012 have there been, any pending activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries.
, (biv) As no Collective Bargaining Agreement is being or has been negotiated by the Company or any of its Subsidiaries, and (v) there currently is no, and there has not been any, strike, lockout, slowdown, or work stoppage against the date Company or any of this Agreement, there is no material its Subsidiaries pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may materially interfere with respect to employees the respective business activities of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(db) Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or for failures to be in compliance that do not have, and would not reasonably be expectedexpected to have, individually or in the aggregatea Company Material Adverse Effect, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint are in compliance with applicable Laws and Orders with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of laborhiring, employment, wages and hours termination of workemployment (including but not limited to applicable Laws regarding wage and hour requirements, child labortips, immigrationcorrect classification of independent contractors and of employees as exempt and non-exempt, work authorization status, discrimination in employment, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, employee health and safety, collective bargaining and the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or occupational safety and health laws to conduct an investigation local “mass layoff” or “plant closing” law). There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries since December 28, 2008. No material complaint, charge, claim or proceeding based on, arising out of, in connection with, or otherwise relating to them the employment or notice that such investigation termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, now pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by Subsidiaries, before any Governmental Authority or on behalf regulatory authority, and there is no material complaint, charge, claim or proceeding before any Governmental Authority or regulatory authority with respect to a violation of any applicant for employmentoccupational safety or health standards that is now pending or, any current employee to the Knowledge of the Company, threatened against the Company or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipits Subsidiaries.
(ec) The Company is in compliance with all Laws relating to the confidentiality, security, use Except as do not and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeordinary course of business).
Appears in 2 contracts
Sources: Merger Agreement (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
Labor Matters. (ai) Neither the The Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a not party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesagreement, nor are there any employees of has the Company or experienced any strikes, grievances, claims of its Subsidiaries who areunfair labor practices, or since December 31, 2012 have been, represented by a works council or a labor organizationother collective bargaining disputes, nor, to the Knowledge of Seller Parties’ Knowledge, has any such item or activity been threatened at any time. There is no organizational effort presently being made or, to the CompanySeller Parties’ Knowledge, are there, nor since December 31, 2012 have there been, any pending activities threatened by or proceedings on behalf of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date Company. For purposes of this Agreement, there is no the term “employee” shall refer to any individual employed by the Company, whether directly or through any professional employer organization or similar agency, including without limitation ▇▇▇▇▇▇ ▇▇.
(ii) The Company has complied with all Laws relating to employment and employment practices and those relating to the calculation of wages, including overtime, maximum hours of work, appropriate deductions from wages, equal employment opportunity (including Laws prohibiting discrimination and/or harassment or requiring accommodation on the basis of race, national origin, religion, gender, disability, age or otherwise), the FMLA and any applicable corollary Laws, affirmative action and other hiring practices, occupational safety and health, workers’ compensation, unemployment, the payment of social security and other Taxes, and unfair labor practice or practices under the NLRA. The Company has no labor arbitration proceeding relations problem pending or, to the Knowledge of the CompanySeller Parties’ Knowledge, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) labor relations are satisfactory. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreementset forth on Schedule 6(k)(ii), there are no complaints or lawsuits, workers’ compensation claims pending oragainst the Company and, to the Knowledge Seller Parties’ Knowledge, there are no facts that would give rise to such a claim. No employee of the Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the Business as currently conducted or proposed to be conducted. All employees and independent contractors of the Company are now and at all times have been properly classified, and no person is now or at any time has been treated as an independent contractor or third party agency employee who should be, or should have been, treated as an employee under the Laws of the jurisdiction in which such individual performs, or performed, services.
(iii) Attached as Schedule 6(k)(iii) is a true, correct and complete list of all employees and independent contractors of the Company along with their compensation level (including compensation payable pursuant to bonus, deferred compensation arrangements, commission arrangements and other compensatory benefits), date of hire, title and position, and all accrued or contingent severance or termination rights, benefits or payments or similar obligations of the Company upon termination.
(iv) No employee of the Company holds a temporary work authorization, including ▇-▇▇, ▇-▇, ▇-▇ or J-1 visas or other work authorizations, and no employee of the Company is (A) a non-immigrant employee whose status would terminate or otherwise be affected by the Transactions, or (B) an alien who is authorized to work in the United States in non-immigrant status. For each employee of the Company hired after November 6, 1986, the Company has retained an Immigration and Naturalization Service Form I-9, completed in accordance with applicable Law.
(v) To the Seller Parties’ Knowledge, no executive employee of the Company and no group of employees of the Company has any plans to terminate his, her or their employment.
(vi) The employment of any terminated former employee of the Company has been terminated in accordance with any applicable contractual terms and applicable Law, and the Company has no liability under any Contract or applicable Law toward any such terminated employee. The sale of the Units or the consummation of the other Transactions contemplated by this Agreement will not cause the Company to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any Person.
(vii) The Company has not made any loans (except advances against accrued salaries or for business travel, lodging or other expenses in the Ordinary Course of Business) to any employee of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(eviii) The Company is has paid in compliance full to all employees all wages, salaries, bonuses, vacation pay and commissions due and payable to such employees and has fully reserved on the Company Financial Statements all amounts for wages, salaries, bonuses, vacation pay and commissions due but not yet payable to such employees.
(ix) The Company has in its possession, and has made available to Buyer, a fully executed Contract with all Laws relating to each current or former employee or independent contractor of the confidentialityCompany containing covenants regarding confidential information, securitytrade secrets, use ownership by the Company and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material assignment to the Company of Intellectual Property Rights, and its Subsidiariesnon-solicitation of Company customers and employees. To the Seller Parties’ Knowledge, taken as a wholeall such Contracts are enforceable by the Company in accordance with their terms and comply with applicable Law.
Appears in 2 contracts
Sources: Unit Purchase Agreement, Unit Purchase Agreement (Lionbridge Technologies Inc /De/)
Labor Matters. (a) Neither As of the date of this Agreement, except as set forth in Section 3.11 of the Company nor Disclosure Schedule, there are no agreements with, or, to the knowledge of the Company, pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any the employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company’s knowledge, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints material representation or lawsuitscertification 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 comparable foreign, pending or, to state or local labor relations tribunal or authority. To the Knowledge knowledge of the Company, threatened against no such petitions have been pending at any time since January 1, 2007 through and including the date of this Agreement, and, to the knowledge of the Company, except as set forth in Section 3.11 of the Company Disclosure Schedule, there has not been any organizing effort by any union or other group seeking to represent any employees of the Company or any of its Subsidiaries brought by as their exclusive bargaining agent at any time since January 1, 2007. To the knowledge of the Company, except as set forth in Section 3.11 of the Company Disclosure Schedule, (i) there are no labor strikes, work stoppages, slowdowns, lockouts or on behalf of any applicant for employmentother material labor disputes, any current employee other than routine grievance matters, now ongoing or threatened against or involving the Company or any class of the foregoing, relating to its Subsidiaries and (ii) there have not been any such Lawslabor strikes, work stoppages or alleging breach of any express or implied contract of employment, wrongful termination of employment other material labor disputes with respect to the Company or any other discriminatoryof its Subsidiaries at any time since January 1, wrongful or tortious conduct in connection with the employment relationship2007.
(eb) The Neither the Company nor any of its Subsidiaries is in compliance currently or at any time since January 1, 2007 has been a party to, or otherwise bound by, any consent decree with all Laws any Governmental Entity relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case employees or employment practices. Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material to have a Material Adverse Effect on the Company or any of its Subsidiaries, each of the Company and its SubsidiariesSubsidiaries are in compliance with all applicable state, taken as a wholefederal and local laws and regulations relating to labor, employment, termination of employment or similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practices in violation of any law.
Appears in 2 contracts
Sources: Merger Agreement (Vought Aircraft Industries Inc), Merger Agreement (Triumph Group Inc)
Labor Matters. (a) Neither Except as set forth in Schedule 4.15(a) of the Company nor any Parent Disclosure Schedule, other than national, trade, industry-wide or sector-level agreements, none of Parent or its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any CBA (including generally applicable collective bargaining agreement agreements) and, to the Knowledge of Parent, no employees of Parent or its Subsidiaries are represented by any labor union, works council, trade union, employee organization or other labor organization with respect to their employment with Parent or its Subsidiaries. Since the Lookback Date, no labor union contract or trade union agreement other labor organization, or work rules, nor are there any group of employees of the Company Parent or any of its Subsidiaries who arehas made a demand for recognition or certification, and there are no representation or since December 31, 2012 have been, represented by a works council or a labor organization, norcertification Proceedings presently pending or, to the Knowledge of Parent, threatened to be brought or filed with the CompanyNational Labor Relations Board or any other labor relations tribunal or authority, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date hereof, there are thereno ongoing or, nor since December 31to the Knowledge of Parent, 2012 have there been, any pending threatened union organizing activities or proceedings of any labor union with respect to organize any employees of Parent or any of its Subsidiaries and no such activities have occurred since the Company Lookback Date. Since the Lookback Date, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, there has been no actual or, to the Knowledge of Parent, threatened, grievances, strikes, walkouts, work stoppages, lockouts, slowdowns, picketing, handbilling, arbitrations, unfair labor practice charges, or other labor disputes against Parent or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or Parent and its Subsidiaries that are and, since the Lookback Date, have been in compliance with all applicable Laws relating to labor and employment, except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.
(dc) Except as would not reasonably be expectedSince the Lookback Date, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company Parent and its Subsidiaries have not received notice reasonably investigated all sexual harassment or other discrimination or retaliation allegations of or against any charge employee of Parent or complaint with its Subsidiaries at the level of Vice President or above (in each case, in their capacity as such), and of which Parent and its Subsidiaries was made aware. With respect to each such allegation with potential merit, Parent or relating its applicable Subsidiary has taken prompt corrective action that is reasonably calculated to them pending before the United States Equal Employment Opportunity Commission prevent further discrimination or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipharassment.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Getty Images Holdings, Inc.), Merger Agreement (Shutterstock, Inc.)
Labor Matters. (a) Neither the Company OUTD nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union labor organization, nor is any such agreement presently being negotiated. Except as would not reasonably be likely to be material to OUTD and its Subsidiaries, taken as a whole, the execution of this Agreement and the consummation of the Transaction by OUTD (i) will not result in any breach or other violation of any collective bargaining agreement or work rules, nor are there any employees of the Company other agreement with a labor union or labor organization to which OUTD or any of its Subsidiaries who areis a party and (ii) does not require any notification to or consent by any labor union, labor organization or since December 31works council.
(b) To the knowledge of OUTD, 2012 have beenand except as would not reasonably be expected to result in a material liability to OUTD and its Subsidiaries, represented taken as a whole, in the U.S.
(i) there is no organizational effort currently being made or threatened by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings on behalf of any labor union union, works council, or labor organization to organize any employees of the Company OUTD or any of its Subsidiaries, (ii) no demand for recognition of any employees of OUTD or any of its Subsidiaries has been made by or on behalf of any labor union, works council or labor organization and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of OUTD or any of its Subsidiaries or group of employees of OUTD or any of its Subsidiaries with any labor relations board or commission seeking recognition of a collective bargaining representative.
(bc) As of the date of this Agreement, there There is no material pending or, to the Knowledge knowledge of the CompanyOUTD, threatened, material labor strike, walkoutdispute, work walk-out, work-stoppage, slowdown slow-down or lockout with respect to employees of the Company involving OUTD or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair except where such labor practice strike, dispute, walk-out, work-stoppage, slow-down or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedlockout, individually or in the aggregate, has not been and would not reasonably be likely to be material to the Company OUTD and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each Neither OUTD nor any of its Subsidiaries are has incurred any liability or obligation under the Worker Adjustment and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours Retaining Notification Act of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission 1988 or any other Governmental Entity responsible for the prevention of unlawful employment practices, similar state or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws local applicable Law prior to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipAgreement that remains unsatisfied.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Outdoor Channel Holdings Inc), Merger Agreement (Outdoor Channel Holdings Inc)
Labor Matters. (a) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, sexual misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes.
(b) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any officer of the Company or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees, and (ii) there are no Proceedings pending or, to the knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any officer of the Company or its Subsidiaries. Since January 1, 2018, neither the Company nor any of its Affiliates have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any officer of the Company or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees.
(c) Neither the Company nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2018 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any labor union contract or trade union agreement or work rulesCollective Bargaining Agreement, nor are and there any employees have not been any, and to the knowledge of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strikeorganizational campaigns, walkoutcard solicitations, work stoppage, slowdown petition or lockout with respect other unionization activity seeking recognition of a collective bargaining unit relating to employees of the any Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Service Provider. Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental Authority or any current union representation questions involving any Company Service Provider with respect to the Company or its Subsidiaries. There is no labor strike, wrongful slowdown, stoppage, picketing, interruption of work or tortious conduct in connection with lockout pending or, to the employment relationshipknowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the Transactions.
(ed) The Company is and each of its Subsidiaries is, and has been since January 1, 2018, in material compliance with all Laws relating to WARN and has no material liabilities or other obligations thereunder. Neither the confidentiality, security, use and treatment Company nor any of employee information and personally identifiable data, except in each case as its Subsidiaries has taken any action that would not reasonably be expected, individually expected to cause Parent or in any of its Affiliates or the aggregate, Surviving Corporation or its Affiliates to be have any material to liability or other obligation following the Company and its Subsidiaries, taken as a wholeClosing Date under WARN.
Appears in 2 contracts
Sources: Merger Agreement (Mobile Mini Inc), Merger Agreement (WillScot Corp)
Labor Matters. (a) Neither Except as set forth on Schedule 5.11(a) to the Company Parent Disclosure Letter, from January 1, 2020 to the present, neither Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement or other agreement with any labor union. As of the entry into this Agreement, to the knowledge of Parent, there is no pending union contract representation petition involving employees of Parent or trade union any of its Subsidiaries, and there are no activities or Proceedings by any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees.
(b) From January 1, 2020 to the present, there has been no unfair labor practice, charge or grievance arising out of any effort to organize employees of Parent or any of its Subsidiaries, a collective bargaining agreement, or other agreement or work ruleswith any labor union, nor are has there been any employees of the Company other material labor-related grievance Proceeding against Parent or any of its Subsidiaries who arepending, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge knowledge of the CompanyParent, threatenedThreatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material a Parent Material Adverse Effect.
(c) From January 1, 2020 to the Company and present, there has been no employee strike, or labor-related dispute, slowdown, work stoppage or lockout, pending, or, to the knowledge of Parent, Threatened, against or involving Parent or any of its Subsidiaries, taken as a whole.
(d) Except as other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company a Parent Material Adverse Effect.
(d) Parent and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2020 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety there have been and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there currently are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened Threatened against the Company Parent or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is , other than such matters described in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2020, neither Parent nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an audit, investigation, or any other Proceeding with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeParent Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)
Labor Matters. (a) Neither Except as set forth in Section 3.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or is bound by, any collective bargaining agreement or similar agreement with any labor union contract or trade union agreement or work rules, nor are there any labor organization applicable to employees of the Company or any of its Subsidiaries. Except as disclosed on Section 3.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries who are, is obligated under any agreement to recognize or since December 31, 2012 have been, represented by a works council or a bargain with any labor organization, norlabor representative, or union. Except as set forth in Section 3.12(a) of the Company Disclosure Letter, since January 1, 2011, there has been no labor dispute (other than immaterial grievances that have been resolved), strike, picketing, work stoppage or lockout, organizational activity, or, to the Knowledge knowledge of the Company, are therethreat thereof, nor since December 31, 2012 have there been, any pending activities by or proceedings of any labor union with respect to organize any employees of the Company or any of its Subsidiaries.
(b. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or as set forth in Section 3.12(a) As of the date Company Disclosure Letter, since January 1, 2011, the Company and each of this Agreementits Subsidiaries has complied with all applicable legal, administrative and regulatory requirements relating to wages, hours, immigration, discrimination in employment and collective bargaining as well as the Workers Adjustment and Retraining Notification Act and comparable state, local and federal Laws, whether domestic or international (“WARN”), and all other state, local and federal laws pertaining to employment and labor, and are not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. Further, there is are no material Actions or charges, grievances, complaints or investigations pending or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown threatened by or lockout with respect to on behalf of any employee or group of employees of the Company or any of its Subsidiaries.
(c) As , including any complaints alleging violations of the date state or federal Laws, whether domestic or international, including wage and hour, immigration, discrimination in employment, safety, Office of this AgreementFederal Contract Compliance, there is no unfair labor practice or labor arbitration proceeding pending orOccupational Safety and Health Administration, to the Knowledge Department of the CompanyLabor, threatened against the Company Fair Labor Standards, and federal WARN or its Subsidiaries that related state or international laws or regulations, except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Material Adverse Effect. Without limiting the Company and its Subsidiariesgenerality of the foregoing, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint complied in all material respects with applicable Laws concerning each such current and former employee’s employment eligibility verification, including with respect to Forms I-9. Neither the Company nor any of its Subsidiaries is a federal, state or relating local government contractor or subcontractor, nor otherwise required to them pending before comply with any affirmative action obligations or other requirements.
(b) Section 3.12(b) of the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible Company Disclosure Letter sets forth a true and complete list of all independent contractor and consultants of the Company and its Subsidiaries that provide personal services (and which, for the prevention avoidance of unlawful employment practicesdoubt shall exclude, or notice of the intent of without limitation, any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice suppliers) that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf has paid more than $250,000 to in any calendar year within the last three years, and with respect to each the total amount of any applicant for employmentsuch payments, any current employee or any class a brief description of the foregoing, relating to any services provided and the duration of such Laws, contractor’ or alleging breach consultant’s engagement. All independent contractors and consultants of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken Subsidiaries have been properly classified as a wholesuch.
Appears in 2 contracts
Sources: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp)
Labor Matters. (a) Neither Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to the subject of any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of litigation asserting that the Company or any of its Subsidiaries who arehas committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable Applicable Law) or other violation of Applicable Law covering labor and employment or Contracts of employment or working conditions or seeking to compel the Company or any of its Subsidiaries to bargain with any labor organization, or since December 31trade union, 2012 have been, represented by a works council or a labor organization, norother employee representative as to wages or conditions of employment and, to the Knowledge of the Company, are thereno such litigation has been threatened or is anticipated. Except as, nor since December 31individually or in the aggregate, 2012 have has not been and would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), there beenis no strike, any pending activities slowdown, lockout or proceedings of any other job Action or labor union to organize any employees of or industrial relations dispute involving the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material Subsidiaries pending or, to the Knowledge of the Company, threatened, and there has been no such Action or dispute in the past five (5) years. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), to the Knowledge of the Company, there are no current activities by employees of the Company or any of its Subsidiaries or any labor strikeorganization, walkouttrade union, work stoppageworks council or other employee representative to organize or certify a collective bargaining unit to gain recognition or bargaining rights or to engage in any other union organization activity with respect to the workforce of the Company or any of its Subsidiaries, slowdown nor, to the Knowledge of the Company, are any such activities threatened and, to the Knowledge of the Company, there have been no such activities in the past five (5) years. Except as, individually or lockout in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), consummation of the Company Merger or any other transaction contemplated by this Agreement shall not require the consent of, consultation with or advance notification to, in each case as required by any Collective Bargaining Agreement or Applicable Law, any labor organization, trade union, works councils or other employee representative with respect to employees of the Company or any of its Subsidiaries.
(c. Section 3.13(a) As of the Company Disclosure Letter sets forth, as of the date of this Agreement, there a true, complete and correct list of all material Collective Bargaining Agreements to which the Company or any of its Subsidiaries is no unfair labor practice a party and the Company has made available to Parent true, complete and correct copies of each such Collective Bargaining Agreement prior to the date of this Agreement.
(b) Except as, individually or labor arbitration proceeding pending orin the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (i) all of the employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other Applicable Laws related to United States immigration and Applicable Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed and (ii) all of the employees employed by the Company and each of its Subsidiaries (other than those employed in the United States) have the legal right to work in the country in which they work and all immigration checks required by any Applicable Laws relating to such employees have been carried out.
(c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all Applicable Laws regarding labor, employment, discrimination in employment, terms and conditions of employment, payroll, variable remuneration, profit sharing, worker classification, wages, hours, working time, annual leave, social security matters and contributions and occupational safety and health and employment practices.
(d) As of the date hereof, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received no Specified Employee has given notice of any charge or complaint termination of employment with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries GHH is or has, since December 31, 2012, been, not a party to any labor or collective bargaining agreement agreement, and no employees of GHH are represented by any labor organization. Within the preceding three years, there have been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to GHH’s knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor union contract relations tribunal or trade union agreement or work rulesauthority. Within the preceding three years, nor are to GHH’s knowledge, there have been no organizing activities involving GHH in respect of any group of employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesGHH.
(b) As of the date of this AgreementThere are no strikes, there is no work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Knowledge knowledge of the CompanyGHH, threatened, labor strike, walkout, work stoppage, slowdown threatened against or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is involving GHH. There are no unfair labor practice charges, grievances or labor arbitration proceeding complaints pending or, to the Knowledge of the CompanyGHH’s knowledge, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or group of employees of GHH and, to the knowledge of GHH, there are no facts or circumstances which could form the basis for any class of the foregoing.
(c) There are no complaints, charges or claims against GHH pending or, to GHH’s knowledge, threatened to be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to any such Laws, the employment or alleging breach of any express or implied contract of employment, wrongful termination of employment of any individual by GHH, and, to the knowledge of GHH, there are no facts or circumstances which could form the basis for any other discriminatory, wrongful or tortious conduct in connection with of the employment relationshipforegoing.
(ed) The Company GHH is in material compliance with all Laws relating to the confidentialityemployment of labor, securityincluding all such Laws relating to wages, use hours, the Worker Adjustment and treatment Retraining Notification Act, as amended (“WARN Act”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of employee information withholding and/or Social Security Taxes and personally identifiable data, except any similar Tax.
(e) There has been no “mass layoff” or “plant closing” as defined by WARN Act in each case as would not reasonably be expected, individually or in respect of GHH within the aggregate, to be material six months prior to the Company and its Subsidiaries, taken as a wholedate hereof.
Appears in 2 contracts
Sources: Merger Agreement (GreenHouse Holdings, Inc.), Merger Agreement (Premier Alliance Group, Inc.)
Labor Matters. (ai) Neither As of the date of this Agreement, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rulesunion, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor similar organization, norand, to the Knowledge of the Company’s Knowledge, there are there, nor since December 31, 2012 have there been, any pending no material activities or proceedings by any individual or group of individuals, including representatives of any labor union organizations or labor unions, to organize any employees of the Company or any of its Subsidiaries.
(b) As . To the Knowledge of the Company, as of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, work stoppage or labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of strike against the Company or any of its Subsidiaries.
(c) As of the date of this AgreementSubsidiaries by employees is pending or threatened, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as would not reasonably be expectedexpected to be, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(dii) Except as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiariesa Material Adverse Effect, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint are in compliance with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of 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, and wages and hours.
(iii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, (A) none of the Company or any of its Subsidiaries is subject to, is a party to, or has been threatened in writing with any action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Authority, charge or lawsuit relating to labor or employment matters involving any current or former employees of the Company or any of its Subsidiaries, including matters involving labor, employment, fair employment practices (including equal employment opportunity Laws), terms and conditions of employment, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iiiB) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received written notice of any controversy pending or threatened between the Company or any of its Subsidiaries and any of their respective current or former employees or consultants, which controversy has or would reasonably be likely to result in an action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Authority, charge or lawsuit. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are is no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened Action that has been asserted or instituted against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee Governmental Authority or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws individual relating to the confidentiality, security, use and treatment legal status or classification of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to an individual classified by the Company and or any of its Subsidiaries, taken Subsidiaries as a wholenon-employee (such as an independent contractor, a leased employee, a consultant or special consultant).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Amazon Com Inc)
Labor Matters. (ai) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or otherwise bound by any collective bargaining agreement or any other Contract with a labor union contract union, labor organization, works council, or trade union agreement or work rulesemployer organization, nor are there any employees of is the Company or any of its Subsidiaries who arethe subject of any material proceeding, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities activity or proceedings of any labor union to organize any employees of proceeding asserting that the Company or any of its Subsidiaries.
(b) As of the date of this AgreementSubsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union, labor organization, or works council, nor is there is no material pending or, to the Knowledge of the Company, threatened, nor has there been since January 1, 2009, any labor strike, walkoutdispute, walk-out, work stoppage, slowdown slow-down or lockout with respect to employees of involving the Company or any of its Subsidiaries.
(cii) As The Company and its Subsidiaries have materially complied with applicable Laws with respect to employment (including but not limited to applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, affirmative action, employee health and safety, and collective bargaining).
(iii) The Company and each of its Subsidiaries have materially complied with applicable Laws relating to withholding from the date of this Agreementwages, there is no unfair labor practice or labor arbitration proceeding pending orsalaries, and other payments to employees, and are not, to the Knowledge of the Company, threatened against materially liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company or nor any of its Subsidiaries that would reasonably is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be expected, individually or made in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeordinary course of business consistent with past practice).
(div) Except as would not reasonably be expected, individually expected to have a Company Material Adverse Effect (A) no current or in the aggregate, to be material to former independent contractor of the Company and its Subsidiaries, taken as a whole, (i) the Company and each or any of its Subsidiaries are is a misclassified employee; (B) no independent contractor is eligible to participate in any Company Compensation and have been in compliance in all material respects with all applicable local, state, federal Benefit Plan; and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (iiC) the Company and its Subsidiaries have not received notice complied with applicable Laws in their use of any charge temporary or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that leased employees working at such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiary.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (NCR Corp), Merger Agreement (Radiant Systems Inc)
Labor Matters. (a) Neither None of the Company nor employees of MLP or any of its Subsidiaries is represented in his or hasher capacity as an employee of MLP or any Subsidiary by any labor organization. Neither MLP nor any Subsidiary has recognized any labor organization, since December 31nor has any labor organization been elected as the collective bargaining agent of any employees of MLP or any of its Subsidiaries, 2012, been, a party to nor has MLP or any Subsidiary entered into any collective bargaining agreement or union contract recognizing any labor union contract or trade union agreement or work rules, nor are there organization as the bargaining agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company MLP or any of its Subsidiaries.
(b) As Except for such matters which would not have, individually or in the aggregate, an MLP Material Adverse Effect, neither MLP nor any of its Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of MLP or any of its Subsidiaries with respect to such matters and, to the Knowledge of MLP, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, an MLP Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown ) strikes or lockout lockouts with respect to any employees of the Company MLP or any of its Subsidiaries.
, (cii) As to the Knowledge of MLP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against MLP or any of its Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the CompanyMLP, threatened against the Company MLP or any of its Subsidiaries and (iv) there is no (and has not been during the two-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of MLP, threatened with respect to any employees of MLP or any of its Subsidiaries. Neither MLP nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “WARN Act”) as a result of any action taken by MLP that would reasonably be expectedhave, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) an MLP Material Adverse Effect. Except as for such non-compliance which would not reasonably be expectedhave, individually or in the aggregate, to be material to the Company and its Subsidiariesan MLP Material Adverse Effect, taken as a whole, (i) the Company MLP and each of its Subsidiaries are is, and have been during the two year period preceding the date of this Agreement has been, in compliance in all material respects with all applicable local, state, federal Laws in respect of employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice terms and conditions of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or and occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) including classifications of service providers as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipemployees and/or independent contractors).
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (PVR Partners, L. P.), Merger Agreement (Regency Energy Partners LP)
Labor Matters. (a) Neither As of the date of this Agreement and since the Applicable Date, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areSubsidiaries, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, and (iii) to the Knowledge of the Company’s knowledge, are there, nor since December 31, 2012 have there been, any pending activities is no activity or proceedings Proceeding of any labor union organization (or representative thereof) or employee group (or representative thereof) to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this AgreementAgreement and since the Applicable Date, there is no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened, labor strikeother than such matters that would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the a Company or any of its SubsidiariesMaterial Adverse Effect.
(c) As of the date of this AgreementAgreement and since the Applicable Date, there is no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the Company, threatened threatened, against or involving the Company or any of its Subsidiaries Subsidiaries, other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since the Applicable Date have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee of the Company or any of its Subsidiaries or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to be material conduct an investigation with respect to the Company and or any of its SubsidiariesSubsidiaries which would reasonably be expected to have, taken as individually or in the aggregate, a wholeCompany Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Eclipse Resources Corp), Voting Agreement (Eclipse Resources Corp)
Labor Matters. (a) Neither Except as set forth on Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any agreement, labor union contract contract, or trade union agreement with any labor organization or work rulessimilar body representing employees of the Company or its Subsidiaries (each a “Collective Bargaining Agreement”), nor except for Collective Bargaining Agreements applicable to all employees in Israel, (ii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries, (iii) to the Knowledge of the Company, there are there no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries who areand there is no pending written demand for recognition from any collective bargaining representative with respect to any of the employees of the Company or its Subsidiaries, and (iv) there is not, and since January 1, 2013 there has not been, any strike, lockout, slowdown, or since December 31, 2012 have been, represented by a works council work stoppage against the Company or a labor organization, norany of its Subsidiaries pending or, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, threatened that is reasonably expected to interfere in any pending material respect with the respective business activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As Except as set forth on Section 3.18(b) of the date of this AgreementCompany Disclosure Letter, there is no the Company and its Subsidiaries are in compliance in all material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout respects with applicable Laws and Orders with respect to employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, days of work, withholdings and occupational safety and health (including but not limited to all obligations imposed by Contract, employment agreements or applicable Laws, regulations and permits regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, vacation (entitlement and accrued), severance (entitlement and accrued), employment of women, collective bargaining and arrangements, the Worker Adjustment and Retraining Notification Act and any similar national, state or local “mass layoff” or “plant closing” Law (“WARN”)), civil rights, fair employment practices, immigration, pay equity, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, and the keeping of records in relation to the foregoing. Since January 1, 2014 there has been no “mass layoff” or “plant closing” (as defined by WARN), collective redundancy or similar action with respect to the Company or any of its Subsidiaries.
(c) As Except for matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of the date of this Agreement, its Subsidiaries is engaged in any unfair labor practice; (ii) there is no are not any unfair labor practice charges or labor arbitration proceeding pending complaints against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened threatened, before any Governmental Authority responsible for supervising, administrating or regulating labor practices, including the National Labor Relations Board or similar bodies; (iii) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any of its Subsidiaries as to which there is a reasonable possibility of adverse determination; and (iv) neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2013 of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is pending.
(d) Solely with respect to employees who reside or work in Israel (“Israeli Employees”): (i) Neither the Company nor any of its Subsidiaries has or is subject to, and no Israeli Employee of the Company or any of its Subsidiaries benefits from, any extension order (tzavei harchava) or any contract or arrangement with respect to employment or termination thereof (other than extension orders applicable to all employees in Israel), (ii) the Company’s or its applicable Subsidiary’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law-1963 and vacation pursuant to the Israeli Annual Leave Law-1951 and any personal employment agreement have been materially satisfied or have been fully funded by contributions to appropriate insurance funds or materially accrued on the Company’s financial statements, and (iii) the Company and the Company’s Subsidiaries are in compliance in all material respects with all applicable Law, regulations, permits and Contracts relating to employment, employment practices, wages, bonuses, commissions and other compensation matters and terms and conditions of employment related to its Israeli Employees, including The Advance Notice of Discharge and Resignation Law, (5761-2001), The Notice to Employee (Terms of Employment) Law (5762-2002), The Prevention of Sexual Harassment Law (5758-1998), the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, Law for Increased Enforcement of Labor Laws, 2011 and The Employment of Employee by Manpower Contractors Law (5756-1996). To the Knowledge of the Company, the Company and the Company’s Subsidiaries have not engaged any Israeli Employees whose employment would require special approvals from any Governmental Authority. “Israeli Employee” shall not include any consultants, sales agents or other independent contractors. Except for matters that have not resulted in and would reasonably be expectednot, individually or in the aggregate, to be result in material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material liabilities to the Company and its Subsidiaries, taken as a whole, (iA) all amounts that the Company and the Company’s Subsidiaries are legally or contractually required either (x) to deduct from their Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Authority as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and (B) the Company and each the Company’s Subsidiaries do not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). Except as set forth in Section 3.18(d) of its Subsidiaries are and have been in compliance in all material respects with all applicable localthe Company Disclosure Letter, stateto the Company’s Knowledge, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its the Company’s Subsidiaries have not received notice of engaged any charge consultants, sub-contractors, sales agents or complaint with respect freelancers who, according to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesIsraeli Law, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, would be entitled to the Knowledge rights of the Company, threatened against an employee vis-à-vis the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Company’s Subsidiaries, taken as a wholeincluding rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory benefits.
Appears in 2 contracts
Sources: Merger Agreement (Lumenis LTD), Merger Agreement (Lumenis LTD)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, Section 4.19 of the Pine Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of Pine or any of the Pine Subsidiaries. To the Knowledge of the CompanyPine, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As as of the date of this Agreement, no labor organization or group of employees of Pine or any Pine Subsidiary has made a pending demand for recognition or certification, and there is are no unfair 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 practice relations tribunal or labor arbitration proceeding pending or, to authority. To the Knowledge of the CompanyPine, 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 Pine or any Pine Subsidiary. None of Pine or any of the Company Pine Subsidiaries has breached or its Subsidiaries that would reasonably be expectedotherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of Pine or any of the Pine Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, to be material to the Company have not had and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually expected to have a Pine Material Adverse Effect. Pine has made available to Cedar true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Pine or any Pine Subsidiary (the “Pine CBAs”). Except as otherwise set forth in the aggregatePine CBAs, to be material to the Company and its Subsidiaries, taken as a whole, neither Pine nor any Pine Subsidiary (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iiia) as of the date of this Agreement, there are no complaints has entered into any agreement, arrangement or lawsuitsunderstanding, pending orwhether written or oral, 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 Knowledge consummation of the CompanyMerger or other transactions contemplated by this Agreement or the implementation of any layoff, threatened against the Company redundancy, severance or similar program within its or their respective workforces (or any part of its Subsidiaries brought by them) or on behalf of (b) has any applicant for employmentexpress commitment, any current employee whether legally enforceable or any class of the foregoingnot, relating to any such Lawsto, or alleging breach of not to, modify, change or terminate any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipPine Benefit Plan.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Embarq CORP), Merger Agreement (Centurytel Inc)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 20122016, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 2016 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 2015 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc)
Labor Matters. (a) Neither As of the Company date hereof, neither Duke nor any of its Subsidiaries subsidiaries is or has, since December 31, 2012, been, a party to to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) . As of the date of this Agreement, there is are no material disputes, grievances or arbitrations pending or, to the Knowledge knowledge of the CompanyDuke, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company threatened between Duke or any of its Subsidiaries.
(c) As subsidiaries and any trade union or other representatives of the date of this Agreement, its employees and there is no unfair labor practice charge or labor arbitration proceeding complaint pending oror threatened in writing against Duke or any of its subsidiaries before the NLRB or any similar Governmental Authority, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedexcept in each case as, individually or in the aggregate, to be material to the Company have not had and its Subsidiaries, taken as a whole.
(d) Except as would could not reasonably be expectedexpected to have a material adverse effect on Duke, individually or in the aggregateand, to be material to the Company and its Subsidiariesknowledge of Duke, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge material organizational efforts presently being made involving any of the Company, threatened against the Company employees of Duke or any of its Subsidiaries brought subsidiaries. From December 31, 2002, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or on behalf affecting employees of any applicant for employment, any current employee Duke or any class of the foregoingits subsidiaries and, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentialityknowledge of Duke, security, use and treatment of employee information and personally identifiable datano such action has been threatened in writing, except in each case as would not reasonably be expectedas, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Duke. Except as, individually or in the aggregate, has not had and could not reasonably be expected to have a material adverse effect on Duke: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company knowledge of Duke, threatened between or involving Duke or any of its subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the foregoing; (B) Duke and its Subsidiariessubsidiaries are in compliance with all applicable laws, taken as a whole.orders, agreements, 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, 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
Appears in 2 contracts
Sources: Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)
Labor Matters. (a) Neither (i) None of the Company nor any of its Subsidiaries is or Group Companies has (A) has, or, since December 31the Lookback Date has had, 2012any material Liability for any arrears of wages or other compensation for services (including salaries, beenwage premiums, a party commissions, fees or bonuses) to their current or former employees or independent contractors, or any penalties, fines, Taxes, interest, or other sums for failure to pay or delinquency in paying such compensation, and (B) has or has had any Liability for any payment to any collective bargaining agreement trust or other fund governed by or maintained by or on behalf of any labor union contract Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or trade union agreement other benefits or work rules, nor are there obligations for any employees of any Group Company (other than routine payments to be made in the Company normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or any by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the each Group Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as has not and would not reasonably be expectedexpected to result in, individually or in the aggregate, to be material Liability to the Company Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and its Subsidiaries, taken the Group Companies have not incurred any material Liability under WARN nor are they reasonably expected to incur any material Liability under WARN as a wholeresult of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any CBA and no employees of any Group Company are represented by any labor union, labor organization, works council, employee delegate, representative or other employee collective group with respect to their employment. There is no duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group, including in connection with the execution and delivery of this Agreement, the Ancillary Documents or the consummation of the transactions contemplated hereby or thereby. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since the Lookback Date, there have been no labor organizing activities with respect to any employees of any Group Company.
(d) Except as would not reasonably be expectedThe Group Companies have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with respects, promptly, thoroughly and impartially investigated all applicable localsexual harassment, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to or other discrimination, hours retaliation or policy violation allegations of work and which they are aware. With respect to each such allegation with potential merit, the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Group Companies have taken reasonable prompt corrective action that is reasonably calculated to prevent further improper conduct. No Group Company and its Subsidiaries have not received notice of reasonably expects any charge or complaint material Liability with respect to or any such allegations and is not aware of any material and substantiated allegations relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesofficers, directors, employees, contractors, or notice agents of the intent of any Governmental Entity responsible for the enforcement of laborGroup Companies, employmentthat, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, if known to the Knowledge of public, would bring the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipGroup Companies into material disrepute.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Business Combination Agreement (Adagio Medical Holdings, Inc.), Business Combination Agreement (ARYA Sciences Acquisition Corp IV)
Labor Matters. (a) Neither Except for such matters that would not have, individually or in the Company aggregate, a Parent Material Adverse Effect, neither the Parent nor any of its the Parent Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees has received written notice during the past two years of the Company intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Parent or any of its the Parent Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge knowledge of the CompanyParent, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesno such investigation is in progress.
(b) As Except for such matters that would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) there currently are no pending (and there have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any employees of the Parent or any of the Parent Subsidiaries (the “Parent Employees”), (ii) to the knowledge of the Parent, there currently is no (and there has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Parent or any of this Agreementthe Parent Subsidiaries, (iii) there is no material pending or, to (and there has not been during the Knowledge of two year period preceding the Company, threateneddate hereof) unfair labor practice, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge knowledge of the CompanyParent, threatened against the Company Parent or its any of the Parent Subsidiaries, (iv) there is no (and there has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) the Parent and the Parent Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Parent nor any of the Parent Subsidiaries has any liabilities under the WARN Act or any similar state or local law as a result of any action taken by the Parent (without regard to any actions taken by the Parent after the Closing) that would reasonably be expected, have individually or in the aggregate, a Parent Material Adverse Effect.
(c) Neither the Parent nor any of the Parent Subsidiaries is a party to be material to the Company and its Subsidiaries, taken as a wholeany collective bargaining agreement.
(d) Except as would not reasonably be expectedhave, individually or in the aggregate, to be material to the Company and its Subsidiariesa Parent Material Adverse Effect, taken as a whole, (i) the Company and each of its Subsidiaries are and all individuals that have been in compliance in all material respects with all applicable local, state, federal or that are classified by the Parent as independent contractors have been and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipcorrectly so classified.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Labor Matters. (a) Neither (i) There is no labor strike, material dispute, organized slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, nor has there been any such action or event during the three (3) years prior to the date of this Agreement; (ii) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, bound by or in the process of negotiating any labor, collective bargaining bargaining, works council or similar agreement or any labor union contract or trade union agreement or work rules, nor are there any regarding the employees of the Company or any of its Subsidiaries who are(each, a “Labor Agreement”); (iii) as of the date hereof, there are no unfair labor practice charges or since December 31material grievances relating to any current or former employee or consultant of the Company or any of its Subsidiaries (relating to their services for or relationship with the Company or its Subsidiaries); and (iv) as of the date hereof, 2012 have been, none of the employees of the Company or any of its Subsidiaries is represented by a any labor union, works council council, employee representative group or a labor organization, norsimilar organization (whether in or outside the United States) with respect to their employment with the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are therenot, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As as of the date hereof, any union organizing activities, either by or on behalf of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, any employee or union or similar labor strike, walkout, work stoppage, slowdown or lockout organization with respect to employees of the Company or any of its Subsidiaries. There is no labor union, work council, employee representative group or similar organization which, pursuant to applicable Law or any governing agreement, must be notified, consulted or with which negotiations need to be conducted in connection with the Merger.
(b) The Company and its Subsidiaries are, and since January 1, 2015, have been, in compliance, in all material respects, with all applicable Laws relating to labor and employment matters, including fair employment practices, equal employment opportunity, disability rights, affirmative action, terms and conditions of employment, consultation with employees, immigration, wages, hours (including, but not limited to, overtime and minimum wage requirements), social contributions (including the payment and withholding of U.S. social security and similar Taxes), compensation, workers’ compensation, unemployment insurance, classification of employees, workers and individual independent contractors, employee leaves of absence, data protection, privacy, occupational safety and health, collective or mass layoffs and plant closings. Neither the Company nor any of its Subsidiaries has taken any action within the past two (2) years requiring notice to employees or any other obligations under the Worker Adjustment Retraining Notification Act of 1988, as amended (the “WARN Act”).
(c) As To the Knowledge of the Company, no executive officer or employee at the level of Vice President (or any similarly-leveled employee) or above of the Company or any of its Subsidiaries (i) is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with any other Person in conflict with the present and proposed business activities of the Company and its Subsidiaries, except agreements between the Company or any Subsidiary of the Company; or (ii) as of the date hereof, is in violation of this Agreementany common law nondisclosure obligation or fiduciary duty relating to the ability of such individual to work for the Company or any of its Subsidiaries.
(d) (i) The Company or its Subsidiaries have collected work authorization documentation for each employee and complied with all legal requirements for determining each employee’s eligibility to work in the relevant jurisdiction, there is no unfair labor practice and such documentation demonstrates that all employees of the Company and its Subsidiaries are authorized to work in the jurisdiction in which they are working; and (ii) to the Knowledge of the Company, all directors, independent contractors, consultants and other persons engaged by the Company or labor arbitration proceeding pending orits Subsidiaries are authorized to work in the jurisdiction in which they are working and have appropriate documentation demonstrating such authorization.
(e) Since January 1, 2015, none of the Company or its Subsidiaries has entered into a settlement agreement with a current or former officer, an employee or independent contractor of the Company or its Subsidiaries that substantially involves allegations relating to sexual harassment by either (i) an executive officer of the Company or its Subsidiaries or (ii) a key employee of the Company or its Subsidiaries. In the last five (5) years, to the Knowledge of the Company, threatened no allegations of sexual harassment have been made against (x) an executive officer of the Company or its Subsidiaries that would reasonably be expected, individually or in (y) an employee at the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
level of Vice President (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention similarly-leveled employee) or above of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or otherwise bound by any collective bargaining agreement or any with a labor union contract or trade union agreement or work ruleslabor organization, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a labor union, representative body, works council council, or a other labor organization, norand there are, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union union, representative body, works council, or other organization to organize any employees of the Company or any of its Subsidiaries.
(b) As Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such union or representative body. Since the date Applicable Date, neither the Company nor any of this Agreement, 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 material pending or, to the Knowledge of the Company, threatened, nor has there been since the Applicable Date, any labor strike, walkoutboycott, dispute, walk-out, work stoppage, slowdown slow-down, lockout or lockout with respect to employees of any other similar event involving the Company or any of its Subsidiaries.
(c. Set forth in Section 5.1(m) As of the date Company Disclosure Schedule is a listing of this Agreement, there is no unfair labor practice or labor all of the arbitration proceeding pending or, decisions since the Applicable Date affecting the employees subject to the Knowledge collective bargaining agreement detailed in Section 5.1(m) of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Disclosure Schedule. The Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance has complied in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint laws with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment and employment practices, or notice terms and conditions of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours and occupational health and safety. Neither the Company nor any of work, child labor, immigration, its Subsidiaries has any liability under the WARN Act or occupational safety and health laws to conduct an investigation with respect to any other similar Law requiring advance notification for the termination of employees. There have been no "mass layoff(s)" or relating to them "plant closing(s)" as defined by the WARN Act or notice that such investigation is in progress, and any other similar Law requiring advance notification for the termination of employees during the prior twenty-four (iii24) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against months. All employees working for the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class are listed in Section 5.1(m) of the foregoingDisclosure Schedule, relating to any such Lawswhich includes for each employee his or her (1) name, or alleging breach of any express or implied contract of employment(2) job title, wrongful termination of employment or any other discriminatory(3) salary, wrongful or tortious conduct in connection with the employment relationship.
(e4) The Company is in compliance with all Laws relating to the confidentiality, security, use location and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to (5) union status. Neither the Company and nor any of its Subsidiaries, taken as Subsidiaries has assigned any employment contract or other employment agreement to which the Company and/or any of its Subsidiaries is a wholeparty.
Appears in 2 contracts
Labor Matters. (a) Except as set forth in Section 5.16(a) of the Company Disclosure Schedule, (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or other contract or agreement with any labor union contract or trade union agreement union, works council or work rulesother employee representative body (collectively, nor are there any “Employee Representative Body”), (ii) to the Knowledge of the Company, no employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, are represented by a works council any Employee Representative Body in connection with employment by the Company or a labor organizationany of its subsidiaries, nor, and (iii) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any no pending or threatened activities or proceedings of any labor union Employee Representative Body to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there There is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expectedexpected to be material, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects complied with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings closings, affirmative action, immigration and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any pending or threatened charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, practices or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, affirmative action, immigration, or occupational safety and health laws Laws, or notice of the intent of any such Governmental Entity to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or former employee, independent contractor or consultant or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company has made available to Parent and Purchaser a true and complete list (as of the date shown thereon) of the Company employee identification numbers and current annual salary rates or current hourly wages, bonus opportunity, hire date, credited service, accrued vacation or paid-time-off, principal work location and leave status of all present employees of the Company and each of its Subsidiaries and, for employees located in the United States, each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, professional, or other nonexempt job position.
(f) Neither the Company nor any of its Subsidiaries is or has been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246, or (iii) required to maintain an affirmative action plan.
(g) Within the last three years, neither the Company nor any Subsidiary of the Company has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act or similar foreign, state or local applicable Law (collectively, the “WARN Act”), issued any notification of a plant closing or mass layoff required by the WARN Act, or incurred any liability or obligation under the WARN Act with respect to which any obligation remains unsatisfied.
(h) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in compliance with all Laws relating material violation of any term of any employment, consulting, nondisclosure or noncompetition agreement, fiduciary duty, restrictive covenant or other similar obligation: (i) to the confidentialityCompany or any of its Subsidiaries or (ii) to a former employer or engager of any such individual, securityin each such instance, relating (A) to the right of such individual to work for the Company or any of its Subsidiaries or (B) to the knowledge or use and treatment of employee information and personally identifiable datatrade secrets or proprietary information.
(i) As of the date hereof, to the Knowledge of the Company, no current employee, consultant or independent contractor of the Company or any Company Subsidiary at the level of Vice President or above or making $300,000 or more in annual base compensation intends to terminate his or her employment, consulting, or independent contractor relationship.
(j) Neither the Company nor any of its Subsidiaries are delinquent in respect of any payments to any current or former employees, consultants or independent contractors for services or amounts required to be reimbursed or otherwise paid, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(k) The Company and its Subsidiaries are in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Qlogic Corp), Merger Agreement (Cavium, Inc.)
Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areSubsidiaries, and (iii) the Company does not have Knowledge of any activity or Proceeding of any labor organization (or representative thereof) to organize any such employees.
(b) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, other similar agreement with any labor union, or since December 31other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, 2012 have been, represented by a works council or a labor organization, noror, to the Knowledge of the Company, are therethreatened.
(c) There is no material strike, nor since December 31concerted slowdown, 2012 have there beenwork stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against the Company or any pending activities or proceedings of any labor union to organize its Subsidiaries involving any employees of the Company or any of its Subsidiaries.
(bd) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a whole.
(d) Except as would not reasonably be expectedand since December 31, individually or in the aggregate2021 have been, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The . Since December 31, 2021, neither the Company is in compliance nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case as its Subsidiaries which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect.
(e) Since December 31, 2021, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company: (i) the Company and its Subsidiaries have reasonably investigated all sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company and its Subsidiaries; (ii) with respect to each such allegation (except any that the Company and its Subsidiaries reasonably determined to not have merits), the Company and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action; (iii) no allegations of sexual harassment or sexual misconduct have been made against any current or former officer, director or employee of the Company or its Subsidiaries; and (iv) there are no Proceedings pending or, to the Knowledge of the Company, threatened related to allegations of sexual harassment or sexual misconduct by any current or former officer, director or employee of the Company or any of its Subsidiaries. Since December 31, 2021, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any current or former officer, director or employee of the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Cleanspark, Inc.), Merger Agreement (Cleanspark, Inc.)
Labor Matters. (ai) Neither None of the Company nor any of its Subsidiaries is or Group Companies has (A) has, or, since December 31the Lookback Date has had, 2012any material Liability for any arrears of wages or other compensation for services (including salaries, beenwage premiums, a party commissions, fees or bonuses) to their current or former employees or independent contractors, or any penalties, fines, Taxes, interest, or other sums for failure to pay or delinquency in paying such compensation, and (B) has or has had any Liability for any payment to any collective bargaining agreement trust or other fund governed by or maintained by or on behalf of any labor union contract Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or trade union agreement other benefits or work rules, nor are there obligations for any employees of any Group Company (other than routine payments to be made in the Company normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or any by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the each Group Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as has not and would not reasonably be expectedexpected to result in, individually or in the aggregate, to be material Liability to the Company Group Companies.
(b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and its Subsidiaries, taken the Group Companies have not incurred any material Liability under WARN nor are they reasonably expected to incur any material Liability under WARN as a wholeresult of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any CBA and no employees of any Group Company are represented by any labor union, labor organization, works council, employee delegate, representative or other employee collective group with respect to their employment. There is no duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group, including in connection with the execution and delivery of this Agreement, the Ancillary Documents or the consummation of the transactions contemplated hereby or thereby. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since the Lookback Date, there have been no labor organizing activities with respect to any employees of any Group Company.
(d) Except as would not reasonably be expectedThe Group Companies have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with respects, promptly, thoroughly and impartially investigated all applicable localsexual harassment, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to or other discrimination, hours retaliation or policy violation allegations of work and which they are aware. With respect to each such allegation with potential merit, the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Group Companies have taken reasonable prompt corrective action that is reasonably calculated to prevent further improper conduct. No Group Company and its Subsidiaries have not received notice of reasonably expects any charge or complaint material Liability with respect to or any such allegations and is not aware of any material and substantiated allegations relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesofficers, directors, employees, contractors, or notice agents of the intent of any Governmental Entity responsible for the enforcement of laborGroup Companies, employmentthat, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, if known to the Knowledge of public, would bring the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipGroup Companies into material disrepute.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Business Combination Agreement (Chain Bridge I), Business Combination Agreement (Alterola Biotech Inc.)
Labor Matters. (a) Neither the Company Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, a are party to any labor or collective bargaining agreement or any labor union contract or trade union and no such agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As is being negotiated as of the date of this Agreement. No labor organization has been elected as the collective bargaining agent of any employee or group of employees of the Company or its Subsidiaries, nor since January 1, 2012 has there is been union representation involving any of the employees of the Company or its Subsidiaries. There are no material (i) picketing, strikes, work stoppages, work slowdowns, lockouts or other job actions pending or, to the Knowledge of Parent, threatened against or involving Parent and its Subsidiaries, (ii) material unfair labor practice charges or other labor disputes pending or, to the CompanyKnowledge of Parent, threatenedthreatened by or on behalf of any employee or group of employees of Parent or its Subsidiaries, (iii) election, petition or proceeding by a labor strikeunion or representative thereof to organize any employees of Parent or its Subsidiaries or (iv) material grievance or arbitration demands against Parent or any of its Subsidiaries whether or not filed pursuant to a collective bargaining agreement.
(b) Parent and its Subsidiaries are in compliance with all Laws respecting the employment of labor, walkoutincluding wages and hours, work stoppagefair employment practices, slowdown discrimination, terms and conditions of employment, workers’ compensation, collection and payment of withholding and/or social security taxes and any similar Tax, occupational safety, WARN and the Immigration Reform and Control Act, except where the failure to be in compliance with the foregoing has not had and would not reasonably be expected to have, individually or lockout in the aggregate, a Parent Material Adverse Effect. Since January 1, 2012, there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to employees of the Company Parent or any of its Subsidiaries.
(c) As of the date of this AgreementNo material complaints, there is no unfair labor practice charges, claims, litigations or labor arbitration proceeding pending actions against Parent or its Subsidiaries have been brought by or filed with (or, to the Knowledge of the CompanyParent, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of filed with) any applicant for employmentGovernmental Authority since January 1, any current employee 2012 based on, arising out of, in connection with, or any class of the foregoing, otherwise relating to any such Laws, the employment or alleging breach of any express or implied contract of employment, wrongful termination of employment or failure to employ by Parent or its Subsidiaries of any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipperson.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (TTM Technologies Inc), Merger Agreement (Viasystems Group Inc)
Labor Matters. (a) Neither Section 4.18(a) of the Company nor any Washington Disclosure Schedules sets forth a list of each Washington Collective Bargaining Agreement to which Washington (or a Subsidiary thereof) is a party or by which Washington (or a Subsidiary thereof) is bound. Except for the Washington Collective Bargaining Agreements set forth on Section 4.18(a) of the Washington Disclosure Schedules, no employee of Washington or its Subsidiaries is subject to or has, since December 31, 2012, been, a party covered by any other Washington Collective Bargaining Agreement with respect to any collective bargaining agreement his or any labor union contract her services to Washington or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. Washington has provided to Georgia a true and complete copy of each such Washington Collective Bargaining Agreement.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown Except as would not be or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedexpected to be, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Washington and its Subsidiaries, taken as a whole, (i) the Company and each there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any employees of Washington or its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargainingSubsidiaries, (ii) the Company and no demand for recognition of any employees of Washington or its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practiceshas been made by, or notice of the intent of on behalf of, any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, labor union and (iii) as of the date of this Agreementsince January 1, 2022, there are have been no complaints strikes, lockouts, material grievances or lawsuitsother material labor disputes with respect to any employees of Washington or its Subsidiaries, pending or, and to the Knowledge of the CompanyWashington, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipnone are threatened.
(ec) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Except as would not be or reasonably be expectedexpected to be, individually or in the aggregate, to be material to the Company Washington and its Subsidiaries, taken as a whole, to the Knowledge of Washington, Washington and its Subsidiaries have been since January 1, 2022 and are in compliance with (i) all applicable Laws regarding labor, employment, and employment practices, and (ii) all material obligations under any employment agreement, consulting agreement, severance agreement, Collective Bargaining Agreement or any other employment-related agreement.
(d) Except as would not be or reasonably be expected to be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole, there are no Proceedings pending or, to the Knowledge of Washington, threatened against Washington (or any of its Subsidiaries) alleging breach of any express or implied employment contract, violation of any Law governing labor, employment, or terms and conditions of employment, or any other wrongful, unlawful or tortious conduct on the part of Washington or its Subsidiaries in connection with an employment or service relationship.
(e) To the Knowledge of Washington, since January 1, 2022, (i) no allegations of sexual harassment, sexual assault, or sexual misconduct have been made against any current officer, director, or executive of Washington or any of its Subsidiaries, and (ii) Washington and its Subsidiaries have promptly, thoroughly, and impartially investigated all allegations of sexual harassment or discriminatory harassment of which Washington is or was aware and have taken all reasonable and necessary corrective actions with respect to such allegations that are reasonably calculated to prevent further discrimination and harassment with respect to each allegation with potential merit.
Appears in 2 contracts
Sources: Transaction Agreement (Fidelity National Information Services, Inc.), Transaction Agreement (Global Payments Inc)
Labor Matters. (a) No labor strike, work slowdown, work stoppage, lockout or other concerted labor action or dispute involving the employees of Amneal or any of its Subsidiaries is pending, or to the Knowledge of Amneal, threatened against or affecting Amneal or any of its Subsidiaries and, since January 1, 2014, there has not been any such action. Neither the Company Amneal nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining or similar agreement with any labor organization or any work rules or practices agreed to with any labor union contract or trade union agreement or work rules, nor are there any organization applicable to employees of the Company Amneal or any of its Subsidiaries who are(each such agreement, an “Amneal Labor Agreement”), and no collective bargaining or since December 31, 2012 have been, represented similar agreement is currently being negotiated by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Amneal or any of its Subsidiaries.
(b) As . The execution and delivery of this Agreement and the consummation of the date of this AgreementTransactions, there is no material pending oreither alone or in combination with another event, will not entitle any third party (including any labor organization or Governmental Authority) to the Knowledge any payments under any of the CompanyAmneal Labor Agreements, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees and each of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or Amneal and its Subsidiaries that are in compliance in all material respect with their obligations pursuant to all notification and bargaining obligations arising under any Amneal Labor Agreements. Except as has not had or would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiariesan Amneal Material Adverse Effect, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company Amneal and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressis, and (iii) as of the date of this Agreementhas been since January 1, there are no complaints or lawsuits2014, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all applicable Laws relating to the confidentialityrespecting labor, securityemployment and employment practices, use terms and treatment conditions of employee information employment, health and personally identifiable datasafety and wages and hours. Neither Amneal, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and nor any of its Subsidiaries, taken as a wholehas incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local Law that remains unsatisfied.
Appears in 2 contracts
Sources: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is party to, bound by, or hasin the process of negotiating a collective bargaining agreement, since December 31work rules or practices, 2012or similar labor-related agreement or understanding with any labor union, beenlabor organization or works council. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a party Company Material Adverse Effect, (i) there are no strikes or lockouts with respect to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are(“Employees”), or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge of the Company’s Knowledge, are there, nor since December 31, 2012 have there been, any is no union organizing effort pending activities or proceedings of any labor union to organize any employees of threatened against the Company or any of its Subsidiaries.
, (biii) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice 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 its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentSubsidiaries, any current employee or any class of the foregoing, relating to any such Laws(iv) there is no slowdown, or alleging breach of any express or implied contract of employmentwork stoppage in effect or, wrongful termination of employment or any other discriminatoryto the Company’s Knowledge, wrongful or tortious conduct in connection threatened with respect to Employees and (v) the employment relationship.
(e) The Company is and its Subsidiaries are, to the Company’s Knowledge, in compliance with all applicable Laws relating to the confidentialityrespecting employment and employment practices, security, use terms and treatment conditions of employee information employment and personally identifiable data, except in each case as wages and hours and unfair labor practices. Except for such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, to be material the Company’s Knowledge, neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998. Each individual who renders or has rendered services to the Company or any of its Subsidiaries and who is not or has not been classified by the Company or any of its Subsidiaries as an employee and paid on one of their respective payrolls has, to the Company’s Knowledge, at all times been properly characterized as to his or her relationship to the Company or any of 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 in any other liability to the Company or any of its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Hallwood Group Inc), Merger Agreement (Hallwood Trust /Tx/)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) neither the Company and each nor any of its Subsidiaries is, or since January 1, 2023 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement, and there have not been any, and to the Company’s knowledge there are and have been in compliance in all material respects with all applicable localno threatened, stateorganizational campaigns, federal and foreign Laws card solicitations, petition or other unionization activity seeking recognition of a collective bargaining unit relating to employmentany current or former Company Service Provider. Except as has not had and would not reasonably be expected to have, includingindividually or in the aggregate, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the a Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatory, wrongful Governmental Authority or tortious conduct in connection any current union representation questions involving any current or former Company Service Provider with the employment relationship.
(e) The Company is in compliance with all Laws relating respect to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Company or its Subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries.
(b) Since January 1, 2023, (i), no allegations of sexual harassment or other sexual misconduct have been made against any employee of the Company with the title of executive director or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are no Actions pending or, to the Company’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above. Since January 1, 2023, neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above.
(c) The Company and each of its Subsidiaries is, and has been since January 1, 2023, in material compliance with WARN and has no liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Closing Date under WARN.
Appears in 2 contracts
Sources: Merger Agreement (Strive, Inc.), Merger Agreement (Semler Scientific, Inc.)
Labor Matters. (a) Neither Section 4.16(a) of the Company Disclosure Schedule lists each employee of the Company and each of the Subsidiaries as of February 9, 2007 and each such employee’s current compensation and designates each such employee by job title and business division for which the employee primarily performs services, whether such employee is on leave of absence or layoff status, each employee’s vacation accrual, and each employee’s service crediting date for purposes of vesting and eligibility in its Employee Benefit Plans.
(b) As of the date hereof, there are no pending or, to the knowledge of the Company, threatened strikes, lockouts, work stoppages or slowdowns involving the employees of the Company or any of its Subsidiaries.
(c) As of the date hereof, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or bound by, any collective bargaining agreement, contract or other agreement or any understanding with a labor union contract or trade union agreement or work ruleslabor organization, nor to the knowledge of Company, are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries.
(bd) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there There is no unfair labor practice or labor arbitration proceeding pending for which the Company has received notice or, to the Knowledge knowledge of the Company, overtly threatened in writing against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Subsidiaries.
(e) The Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentthe employment of labor, including those related to wages, hours, immigration and naturalization, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Government Entity and have withheld and paid to the appropriate Governmental Entity or are holding for payment not yet due to such Government Entity all amounts required to be withheld from employees of the Company or any Subsidiary, except such noncompliance as would not be material to the Company and its Subsidiaries. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. There is no action or proceeding with respect to a violation of any occupational safety or health standards pending with respect to the Company. There is no claim of discrimination in employment or reemployment practices, for any reason, including, without limitation, Laws relating to discriminationage, hours of work and the payment of wages gender, race, religion, or overtime wagesother legally protected category, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge which remains unresolved or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission Commission, or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of in any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is jurisdiction in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against which the Company or any of its Subsidiaries brought by Subsidiary has employed or on behalf of employ any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipperson.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Corillian Corp)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any material collective bargaining agreement or Contract with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norworks council, to trade union or other employee representative, and no employee is represented by any such labor organization, works council, trade union or other labor organization. To the Knowledge of the Company, there are thereno (and since January 29, nor since December 312018, 2012 have there been, any pending has not been any) ongoing or threatened union organization or decertification activities or proceedings of any labor union relating to organize any employees of the Company or any of its Subsidiaries.
(b) As , and as of the date of this AgreementAgreement no demand for recognition as the exclusive bargaining representative of any employees is pending by or on behalf of any labor organization, there works council, trade union or other employee representative. There is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened strike, lockout, work stoppage or other material labor disputes against or involving the Company or any of its Subsidiaries that would reasonably be expected, individually or expected to interfere in any material respect with the aggregate, to be material to respective business activities of the Company and or any of its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there . There are no complaints or lawsuits, unfair labor practice charges pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable dataSubsidiaries, except in each case for such matters as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company Material Adverse Effect.
(b) The Company and its SubsidiariesSubsidiaries are in compliance with, taken and since January 29, 2018 have complied with, all applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), sexual harassment or discrimination, workers’ compensation, long-term disability plies, safety, retaliation, labor disputes, plant closing notification, immigration, family and medical leave, the Worker Adjustment and Retraining Notification Act of 1988, wages, hours and occupational safety and health and employment practices, other than instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect.
(c) In the past five years, (i) to the Company’s Knowledge, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any Covered Person, (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened related to any allegations of sexual harassment, sexual misconduct or discrimination by any Covered Person, and (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, sexual misconduct or discrimination by any Covered Person.
Appears in 2 contracts
Sources: Merger Agreement (Home Depot, Inc.), Merger Agreement (HD Supply Holdings, Inc.)
Labor Matters. (a) Neither Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor any of and its Subsidiaries is or hasare and have been since October 3, since December 312010, 2012in compliance with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers’ compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of Taxes and continuation coverage with respect to group health plans. Since October 3, 2010, there has not been, a party and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any collective bargaining agreement material labor dispute, work stoppage, labor strike or any labor union contract or trade union agreement or work rules, nor are there any employees of lockout against the Company or any of its Subsidiaries who are, or since December 31, 2012 by employees that would be reasonably expected to have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesMaterial Adverse Effect.
(b) As of the date of this Agreement, there is hereof no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees employee of the Company or any of its Subsidiaries.
(c) Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending orhereof, to the Knowledge knowledge of the Company, threatened against there has not been any activity on behalf of any labor organization or employee group to organize any such employees. As of the Company or its Subsidiaries that would reasonably be expecteddate hereof, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except except as would not reasonably be expected, individually or in the aggregate, expected to be material to the have a Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no (i) material unfair labor practice charges or complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of pending before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatorylabor relations tribunal or authority and, wrongful to the knowledge of the Company, no such representations, claims or tortious conduct in connection with petitions are threatened, (ii) representation claims or petitions pending before the employment relationshipNational Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement.
(ec) The Company is in compliance with all Laws relating has posted to the confidentialityelectronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement a true, security, use complete and treatment correct list of the following information for each employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to of the Company and each of its SubsidiariesSubsidiaries with the title vice president or above (collectively, taken the “Key Employees”) as a wholeof the Business Day immediately preceding the date hereof: name; employing entity; job title; primary work location; current compensation rate; target or expected bonus; and the Company’s or its Subsidiary’s classification of such employee as exempt or not exempt from applicable minimum wage and overtime Laws.
Appears in 2 contracts
Sources: Merger Agreement (Harris Teeter Supermarkets, Inc.), Merger Agreement (Kroger Co)
Labor Matters. (a) Except as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are, and since January 1, 2018 have been, in material compliance with all Applicable Laws relating to labor and employment matters, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes.
(b) Neither the Company Parent nor any of its Subsidiaries is is, or hasfrom January 1, since December 31, 2012, 2018 to the date of this Agreement has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any labor union contract or trade union other similar agreement or work rules, nor are there with any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norlabor union or other employee representative, and, to Parent’s knowledge, from January 1, 2018 through the Knowledge date of the Companythis Agreement, are therethere has not been any organizational campaign, nor since December 31card solicitation, 2012 have there beenpetition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, any pending activities officer, or proceedings employee of any labor union to organize any employees of the Company Parent or any of its Subsidiaries.
(b) As . Except as has not had, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (i) there is are no material Unfair Labor Practice (as defined in the National Labors Relations Act) complaints pending or, to Parent’s knowledge, threatened against Parent or any of its Subsidiaries before the Knowledge National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any director, officer, or employee (including any former director, officer, or employee) of the CompanyParent or any of its Subsidiaries with respect to Parent or its Subsidiaries, threatenedand (ii) since January 1, 2018 there has not been, and there is, no labor strike, walkoutslowdown, work stoppage, slowdown picketing, interruption of work or lockout with respect pending or, to employees of the Company Parent’s knowledge, threatened against or affecting Parent or any of its Subsidiaries.
(c) As Since January 1, 2018, Parent and its Subsidiaries have not entered into any agreement with any works council, labor union, or similar labor organization that would require Parent to obtain the consent of, or provide advance notice, to such works council, labor union or similar labor organization of the date of transactions contemplated by this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expectedTo Parent’s knowledge, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholelast three (3) years, (i) the Company and each no material allegations of sexual harassment have been made against any officer of Parent or any of its Subsidiaries are Subsidiaries, and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company Parent and its Subsidiaries have not received notice entered into any settlement agreements related to allegations of any charge sexual harassment or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention misconduct by an officer of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company Parent or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Chiasma, Inc), Merger Agreement (Amryt Pharma PLC)
Labor Matters. (a) Neither the None of Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to or bound by any collective bargaining agreement, contract or other agreement or any understanding with a labor union contract or trade union agreement or work ruleslabor organization, nor are is there any employees of the proceeding pending or, to Company’s Knowledge threatened, asserting that Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a has committed an unfair labor organization, nor, to practice (within the Knowledge meaning of the CompanyNational Labor Relations Act, are there, nor since December 31, 2012 have there been, any pending activities as amended) or proceedings of any labor union seeking to organize any employees of the compel Company or any of its SubsidiariesSubsidiaries to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving it pending or, to Company’s Knowledge, threatened, nor is Company or Company Bank aware of any activity involving Company Employees seeking to certify a collective bargaining unit or engaging in other organizational activity. No executive officer of Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement or any other agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
(b) As of the date of this AgreementExcept as set forth in Company Disclosure Schedule 3.17(b), there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries.
(c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been since January 1, 2013 in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresswith, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of Company are not under investigation with respect to, applicable Laws with respect to employment and employee matters, including employment practices, employee benefits, labor relations, terms and conditions of employment, tax withholding, discrimination, equal employment, fair employment practices, immigration, employee classification, human rights, pay equity, workers’ compensation, employee safety and health, facility closings and layoffs (including the CompanyWorker Adjustment and Retraining Notification Act of 1988 (together with any other similar Laws, threatened against “WARN”)) and wages and hours. During the ninety (90) day period prior to the date hereof, none of Company nor any of its Subsidiaries has effectuated or announced or has plans to effectuate or announce (A) a “plant closing”, (B) a “mass layoff” or (C) any other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application under WARN. No Company Employees provide services to Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class outside of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipUnited States.
(e) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)