Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Samples: Stock Purchase Agreement (Poser Business Forms Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)the Disclosure Schedule, in connection with the business of the Division: (i) there the Seller is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, been in material compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wages, hours of work, including without limitation any such laws respecting employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance discrimination and occupational safety and healthhealth requirements, and are has not and is not engaged in any unfair labor practices as defined under applicable Lawpractice; (ii) to the best of Seller's knowledge, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against the Seller pending or threatened before the National Labor Relations Board or any Target other comparable Authority; (iii) to the best of Seller's knowledge, there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or directly affecting the relating to the Division; (iv) no labor representation question exists respecting the employees of the Division and there is not pending or, to the Knowledge best of Seller's knowledge, threatened before any activity intended or likely to result in a labor representation vote respecting the employees of the Division; (v) no grievance or any Government Authorityarbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist or, to the best of Seller's knowledge, have been threatened; (vi) no collective bargaining agreement is binding and in force against the Seller or currently being negotiated by the Seller relating to the Division; (vii) the Seller has not experienced any significant work stoppage relating to the Division; (viii) to the best of Seller's knowledge, the Seller is not delinquent in payments to any persons performing services for the Division for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them or amounts required to be reimbursed to such persons, including without limitation the National Labor Relations Boardany amounts due under any Pension Plan, (viii) there is no grievance arising out of any collective bargaining agreement Welfare Plan or other grievance procedure, Compensation Plan; and (ix) no charges with respect upon termination of the employment of any person, neither the Seller, nor Buyer nor any subsidiary of Buyer will, by reason of anything done at or prior to or relating as of the Closing Date, be liable to any Target are pending before of such persons for so-called "severance pay" or any Governmental Authority responsible for the prevention of unlawful employment other payments (other than wages, vacation benefits and other benefits which Seller will pay in accordance with Seller's customary payroll practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. Schedule 5.11 lists each collective bargaining agreement covering any of the Business Employees to which Seller is a party or is subject (a) each, a “Collective Bargaining Agreement”). Except to the extent set forth in Schedule -------- 4.18(a)5.11, (i) there Seller is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or in compliance with all Laws applicable to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to Business Employees respecting employment and employment practices, terms and conditions of employment, wages, hours and wages and hours; (ii) Seller has not received written notice of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation practice complaint against Seller pending before the National Labor Relations Act, Board with respect to any of the Business Employees; (viiiii) there is no unfair labor practice charge or complaint against Seller has not received notice that any Target pending or, to representation petition respecting the Knowledge of Seller, threatened before or any Government Authority, including without limitation Business Employees has been filed with the National Labor Relations Board; (iv) Seller is in compliance with the terms of and its obligations under the Collective Bargaining Agreements, and has administered each MINNESOTA GAS Collective Bargaining Agreement in a manner consistent in all material respects with the terms and conditions of such Collective Bargaining Agreement; (viiiv) no grievance or arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no grievance arising out of any collective bargaining agreement labor strike, slowdown, work stoppage, or other grievance procedurelockout actually pending or, (ix) no charges with to Seller’s Knowledge, threatened against Seller in respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment Purchased Assets or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement Business. Except for a relevant transfer nor been a party to or been obliged obligations to be a party to any consultation in relation to any collective redundancies made assumed or undertaken by Buyer pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)Section 7.9, there are no severance employment, severance, or change in control agreements or contracts between Seller and any Business Employee under which Buyer would have any liability. Seller has made available to Buyer a true, correct, and complete copy of each Collective Bargaining Agreement. Prior to the Closing Date, Seller has not engaged in any act in violation of the WARN Act, or in any act that requires notice or any other action on the part of Seller under the WARN Act, with any employees of a ---------------- Targetrespect to the Business.
Appears in 1 contract
Labor Matters. (a) Except to As of the extent set forth date hereof, neither KeySpan nor any of its Subsidiaries is a party to, bound by or in Schedule -------- 4.18(a), the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this Agreement (i) there is are no labor strikedisputes, disputegrievances or arbitrations pending or, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of SellerKeySpan, threatened against between KeySpan or affecting any Targetof its Subsidiaries and any trade union or other representatives of its employees, (ii) there is no union claims to represent charge or complaint pending or threatened in writing against KeySpan or any of its Subsidiaries before the employees of National Labor Relations Board (the “NLRB”), the Equal Employment Opportunity Commission or any Targetsimilar Governmental Entity, (iii) there are no Target is a party litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Knowledge of KeySpan, threatened between or is bound by involving KeySpan or any collective bargaining of its Subsidiaries and any of their respective current or similar agreement with any labor organizationformer employees, independent contractors, applicants for employment or work rules or practices agreed to with any labor organization or employee association applicable to employees classes of the Targetsforegoing, except in each case as have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan and, (iv) to the Knowledge of SellerKeySpan, as of the date of this Agreement, there are no current union organizing activities among material organizational efforts presently being made involving any of the employees of a TargetKeySpan or any of its Subsidiaries. No labor union, (v) true and correct copies labor organization or group of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isKeySpan or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the NLRB or any other Governmental Entity. From January 1, 2003, to the date of this Agreement, there has at all times beenbeen no work stoppage, strike, slowdown or lockout by or affecting the employees of KeySpan or any of its Subsidiaries and, to the Knowledge of KeySpan, no such action has been threatened in writing. KeySpan and its Subsidiaries are in compliance in with all material respects with all applicable Laws with respect to respecting employment and employment practices, including, without limitation, all material legal requirements respecting terms and conditions of employment, wagesequal opportunity, hours of workaffirmative action, employment standardsworkplace health and safety, human rightswages and hours, child labor, immigration, discrimination, disability rights or benefits, facility closures and layoffs, workers’ compensation, labor relations, pay equityemployee leaves and unemployment insurance. Since January 1, employment equity2003, workers' compensation, workplace safety and insurance and occupational safety and health, and are not neither KeySpan nor any of its Subsidiaries has engaged in any unfair labor practices as defined under applicable Law“plant closing” or “mass layoff”, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings Worker Adjustment Retraining and Notification Act or any comparable state or local Law (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a“WARN Act”), there are no severance agreements without complying with any employees the notice requirements of a ---------------- Target.such
Appears in 1 contract
Labor Matters. (a) Except Neither Seller (with respect to the extent set forth in Schedule -------- 4.18(a)Business) nor the Company is a party to any collective bargaining agreement or other contract or agreement with a labor union respecting MyCase Service Providers, (i) nor is any such agreement presently being negotiated. Since January 1, 2016, there is have been no labor strikepending or, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge knowledge of Seller, threatened strikes, work stoppages, walkouts, lockouts, picketing, slowdowns or other material labor disputes against Seller (with respect to the Business) or affecting any Targetthe Company, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining employee or similar agreement with any labor organizationother service provider providing services to the Business. To the knowledge of Seller, or work rules or practices agreed to with any since January 1, 2016, no labor organization or employee association applicable to group of employees of the TargetsBusiness has made a demand for recognition or certification of a bargaining unit. Since January 1, 2016, Seller (iv) with respect to the Knowledge of Seller, there are no Business and current union organizing activities among or former service providers to the employees of a Target, (vBusiness) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target the Company have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect relating to employment and employment practices, terms and conditions of employment, wages, hours of work, “mass layoffs” and “plant closings,” the provision of meal and rest breaks, classification of employees as exempt or non-exempt from overtime pay requirements, classification of individuals as non-employee contractors, immigration, equal employment standardsopportunities (including the prevention of discrimination, human rightsharassment, labor relationsand retaliation), pay equitybackground checks, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are except, in each case, for instances of non-compliance that would not engaged in any unfair labor practices as defined under applicable Lawreasonably be expected to be material to the Business. Since January 1, including without limitation the National Labor Relations Act2016, (vii) there is have been no unfair labor practice charge charges, complaints, lawsuits, arbitrations, audits, investigations, grievances, representation or complaint against any Target certification proceedings or petitions seeking a representation proceeding pending or, to the Knowledge knowledge of Seller, threatened threatened, against Seller or the Company before or any Government Authority, including without limitation with the National Labor Relations Board, the Equal Employment Opportunity Commission or any other applicable Governmental Authority, in each case, that would reasonably be expected to be material to the Company. Since January 1, 2016, neither Seller (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to the Business) nor the Company has closed any plant or relating to facility, effectuated any Target are pending before material layoffs of employees or implemented any Governmental Authority responsible material early retirement or exit incentive program, nor is any such action or program planned or announced any such action or program for the prevention future. Without limiting the generality of unlawful employment practicesany other representation set forth in this Section 4.13(a), including without limitation before to the Equal Opportunity Commissionknowledge of Seller, (xi) since January 1, 2016, no Target has received notice allegations or reports of the intent of sexual harassment, hostile work environment or similar misconduct have been made against or by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present current or former employee of a Targetthe Business with an annual base salary of $150,000 or more and (ii) none of the Seller or its Subsidiaries is currently seeking, nor has any of Seller or its Subsidiaries entered into, any applicant for employment settlement agreement that relates primarily to an allegation of harassment (including sexual harassment) against or classes by any current or former employee of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetBusiness.
Appears in 1 contract
Labor Matters. (a) Except With respect to employees of the extent Companies, except as set forth in Schedule -------- 4.18(a), 3.8 hereof: (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pendingthe Companies are not party to any employment agreements with employees that are not terminable at will, or to that provide for the Knowledge payment of Seller, threatened against any bonus or affecting any Targetcommission upon termination thereof, (ii) no union claims the Companies are not party to represent the any agreement, policy or practice that requires them to pay termination or severance pay to salaried, non exempt or hourly employees of any Target(other than as required by law), (iii) no Target is a the Companies are not party to any collective bargaining agreement or other labor union contract nor do the Companies, the Sellers or Navarre know of any activities or proceedings of any labor union to organize any such employees, and (iv) the Companies are not party to or is bound by subject to any collective bargaining conciliation agreements, consent decrees or similar agreement settlements with any labor organization, respect to their respective businesses or work rules or practices agreed employees. Sellers have furnished to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true Buyers complete and correct copies of all personnel policiessuch agreements, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, if any (vi) each Target isthe “Employment and Labor Agreements”). The Companies are not, and has at all times beenwere not over the last three (3) years, in material default or breach under the provisions of the Employment and Labor Agreements (except for such breaches or defaults that have been cured waived). Except as set forth in Schedule 3.8 hereof or Section 7.1(f): (i) the Sellers and Navarre, the Companies are in material compliance in all material respects with all applicable Laws with respect laws relating to employment and employment practices, wages, hours, and terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viiii) there is no unfair labor practice charge or complaint pending before the National Labor Relations Board (the “NLRB”) relating to either of the Companies, or, to the knowledge of the Companies, the Sellers or Navarre, threatened against any Target the Companies, (iii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge knowledge of Sellerthe Companies, the Sellers or Navarre, threatened before against or affecting the Companies, and the Companies have not experienced any Government Authoritystrike, including without limitation material slowdown or material work stoppage, lockout or other collective labor action by or with respect to employees of the National Labor Relations BoardCompanies, (viiiiv) there is no grievance arising out representation, claim or petition pending before the NLRB or any similar foreign agency and no question concerning representation exists relating to the employees of any collective bargaining agreement or other grievance procedurethe Companies, (ixv) there are no charges with respect to or relating to any Target are the Companies pending before the Equal Employment Opportunity Commission or any Governmental Authority state, local or foreign agency responsible for the prevention of unlawful employment practices, including without limitation before and (vi) neither the Equal Opportunity CommissionCompanies, (x) no Target has the Sellers nor Navarre have received written notice of the intent of from any Governmental Authority national, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation with respect to or relating of it and, to the Target and knowledge of the Companies, the Sellers or Navarre, no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge pending. Sellers have furnished Buyers with a complete and accurate list of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes all of the foregoingCompanies’ respective employee manuals, alleging breach of any express or implied contract or employmentpolicies, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent procedures and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 -related rules affecting employees of the Trade Union Companies (“Employee Policies and Labour Relations (Consolidation) Xxx 0000Procedures”). Except as set forth in Schedule 4.18(a), there are no severance agreements Sellers have provided Buyers with any employees a copy of all of the Companies’ respective written Employee Policies and Procedures and a ---------------- Targetwritten description of all unwritten Employee Policies and Procedures. Each of the Employee Policies and Procedures can be amended or terminated at will by the Companies.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Navarre Corp /Mn/)
Labor Matters. (a) Except to as described in Section 2.21 of the extent set forth in Schedule -------- 4.18(a), CSI Disclosure Statement: (i) there since December 31, 1990, no Acquired Company has been or is no a party to any collective bargaining or other labor strikeagreement, dispute, slowdown, stoppage contract or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, commitment; (ii) no union claims to represent the employees application or petition for certification of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there agent is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge Acquired Companies' knowledge, is threatened, and none of Sellerthe employees of any Acquired Company is, or since December 31, 1990 has been, represented by any union or other bargaining representative; (iii) since December 31, 1990, no union has attempted to organize any group of any Acquired Company's employees, and no such group has sought to organize into a union or similar organization for the purpose of collective bargaining, and, to the Acquired Companies' knowledge, no such organizational activity is threatened before or contemplated by any Person; (iv) there has not been, there is not presently pending or existing and, to the Acquired Companies' knowledge, there is not threatened any strike, slowdown, picketing, work stoppage, grievance, labor arbitration, or proceeding in respect of or arising from any labor dispute against or affecting any Acquired Company or its premises; (v) since December 31, 1990, there has been no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company; and (vi) no agreement restricts any Acquired Company from relocating, closing or terminating any of its operations or facilities or any Government Authorityportion thereof. Except as described in Section 2.21 of the CSI Disclosure Statement, including without limitation no Acquired Company: has incurred liability under the National Workers' Adjustment and Retraining Notification Act or any other federal, state, local or foreign "plant closing" or similar law; is a contractor or subcontractor with the government of the United States or any state, municipality or foreign jurisdiction such that it has an obligation to maintain any affirmative action plan; has failed at any material time in the past to be in compliance with the United States Fair Labor Relations BoardStandards Act and similar federal, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedurestate, (ix) no charges local and foreign laws with respect to or relating hours worked by and payments made to any Target are pending before any Governmental Authority responsible for its employees; and, to the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice knowledge of the intent Acquired Companies, has been cited for violations of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), any Governmental Authority responsible for the enforcement regulation promulgated pursuant to OSHA or any other federal, state, local or foreign statute, ordinance, rule or regulation establishing standards of labor workplace safety or employment Laws to conduct an investigation paid any fines or penalties with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetcitation.
Appears in 1 contract
Samples: Agreement and Plan of Acquisition (Kulicke & Soffa Industries Inc)
Labor Matters. (a) Except to None of the extent set forth in Schedule -------- 4.18(a)Acquired Corporations has been, (i) there and is no labor strikenot now, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedurelabor contract and there has not been, there is not presently pending (ix) no charges including matters which are on appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the applicable statute of limitations has not run) or relating existing, and, to the Company's Knowledge, there is not threatened, any Target are strike, slowdown, picketing, work stoppage or employee grievance process involving an Acquired Corporation. To the Company's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute and there is not pending before or threatened against or affecting an Acquired Corporation any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or proceeding relating to the Target alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and there is no organizational activity or other labor dispute against or affecting an Acquired Corporation. No application or petition for an election of or for certification of a collective bargaining agent is pending and no grievance or arbitration proceeding exists that might have an adverse effect upon an Acquired Corporation. There is no lockout of any employees by an Acquired Corporation, and no such investigation action is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in contemplated by any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000Acquired Corporation. Except as set forth in Schedule 4.18(a)Section 4.17 of the Company Disclosure Schedules, there has been no charge of discrimination filed or, to the Company's Knowledge, threatened against any Acquired Corporation with the Equal Employment Opportunity Commission or similar Governmental Body. The Company has provided Parent or its counsel true, correct and complete copies of all employee hand books currently in use by any Acquired Corporation and which have been used in the last five years by any Acquired Corporation. Except as set forth in Section 4.17 of the Company Disclosure Schedules, to the Company's Knowledge, the Acquired Corporations have complied in all material respects with the policies and procedures set forth in such employee hand books. The Acquired Corporations are no severance agreements in material compliance with any all federal and state Laws respecting employment, including but not limited to, gender, race, disability, national origin or age discrimination, the Occupational Safety and Health Act of 1970, as amended, the Family and Medical Leave Act of 1993, as amended, the terms and conditions of employment of their respective employees of a ---------------- Targetand the federal and state Legal Requirements regarding wages and hours.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no No labor strike, dispute, slowdown, stoppage or ------- lockout actually is pending, or to the Knowledge knowledge of Seller, threatened against or affecting Seller and during the past five years there has not been any Targetsuch action, (ii) no union claims to represent the employees of any Target, (iii) no Target Seller is a not party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the TargetsSeller, (iviii) to the Knowledge no employees of Seller, there Seller are represented by any labor organization and Seller has no current knowledge of any union organizing activities among the employees of a TargetSeller within the past five years, (viv) true and correct copies of all no material written personnel policies, rules or procedures are applicable to employees other than those listed on Section 4.10(a) of each Target the Seller Disclosure Schedule, true and correct copies of which have heretofore been delivered previously made available to PurchaserBuyer, (viv) each Target isSeller is in compliance, and has at all times been, in compliance in all material respects respects, with all applicable Laws with respect to requirements of Law respecting employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance work and occupational safety and health, and are and, to the knowledge of Seller, Seller is not engaged in any unfair labor practices as defined under applicable Law, including without limitation in the National Labor Relations ActAct or other Applicable Laws, (viivi) there is no unfair labor practice charge or complaint against any Target Seller is pending or, to the Knowledge knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any similar agency, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ixvii) no charges charge or complaint with respect to or relating to Seller is pending before, and Seller has not received any Target are pending before notice of intent to conduct an investigation from, the Equal Employment Opportunity Commission or any Governmental Authority other agency responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (xviii) no Target Seller has not received notice of the intent of any Governmental Authority federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to the Target Seller and no such investigation is in progressprogress and Seller has no knowledge of any other person investigating any such allegation that could reasonably be anticipated to result in significant liability, and (xiix) there are no complaints, lawsuits or other proceeding proceedings are pending or or, to the Knowledge knowledge of Seller Seller, threatened in any forum by or on behalf of any present or former employee of a TargetSeller, any applicant for employment or classes of the foregoing, foregoing alleging breach of any express or implied contract or employment, any Law laws governing employment or the termination thereof or other discriminatory, wrongful or tortious tortuous conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fahnestock Viner Holdings Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)5.14, and to the best of Seller’s actual Knowledge (a) Seller is not a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by Seller, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect Seller; (b) there are no strikes, slowdowns or work stoppages pending or, to the best of Seller’s actual Knowledge, threatened between Seller and the Employees, and Seller has experienced any such strike, slowdown or work stoppage within the past three years; (c) Seller has not breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract, and there are no grievances outstanding against Seller under any such agreement or Contract which would have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against Seller before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Employees of Seller which would have a Material Adverse Effect; (e) Seller is currently in compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, except to the extent that non-compliance would not have a Material Adverse Effect, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Employees of Seller and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) Seller has paid in full to all its respective Employees or 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 claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by Seller, except as would not have a Material Adverse Effect; (h) 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 practices, except as would not have a Material Adverse Effect; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standard that has been asserted or is now pending or threatened with respect to Seller, except as would not have a Material Adverse Effect; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij)) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, for any reason, including without limitation age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which Seller has employed or on behalf of currently employs any present or former employee of Person, except as would not have a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetMaterial Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a)-------------- 3.2.24: (a) Borrower and each of its Primary Affiliated Companies is and has been in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices; (ib) there is no unfair labor practice complaint against Borrower or any of its Primary Affiliated Companies pending or threatened before the National Labor Relations Board or any comparable state, local, foreign, regional or territorial agency; (c) there is no labor strike, dispute, slowdownslowdown or stoppage actually pending or, stoppage or ------- lockout actually pending, or to the Knowledge of SellerBorrower's knowledge, threatened against or directly affecting Borrower or any Target, of its Primary Affiliated Companies; (iid) no union claims representation question exists and, to represent Borrower's knowledge, no union organization effort is underway, respecting the employees of Borrower or any Target, of its Primary Affiliated Companies; (iiie) no Target is a party to grievance or is bound by any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist; (f) no collective bargaining agreement which is binding on Borrower or similar agreement with any labor organizationof its Primary Affiliated Companies restricts it from relocating or closing any of its operations; (g) neither Borrower nor any of its Primary Affiliated Companies has experienced any material work stoppage in the last eighteen (18) months; (h) neither Borrower nor any of its Primary Affiliated Companies is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or work rules other direct compensation for any services performed by them to the Closing Date or practices agreed amounts required to with any labor organization be reimbursed to such employees; or employee association applicable to employees (i) upon termination of the Targets, (iv) to the Knowledge employment of Seller, there are no current union organizing activities among any of the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before Borrower or any Government Authorityof its Primary Affiliated Companies after the Closing Date, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out neither Borrower nor any of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating its Primary Affiliated Companies will be liable to any Target are pending before any Governmental Authority responsible one of its employees for the prevention severance pay in excess of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target$50,000.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Derby Cycle Corp)
Labor Matters. Except as set forth in Section 3.24 of the Disclosure Schedule, (a) Except neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth best knowledge of the Sellers after due inquiry, threatened between the Company or any Subsidiary and any of their respective employees, and neither the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract which could have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any Subsidiary which could have a Material Adverse Effect; (e) the Company and each Subsidiary is currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company or on behalf of any present Subsidiary has employed or former employee of a Target, currently employs any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Labor Matters. (aSchedule 2.17(a) Except to the extent set forth in Schedule -------- 4.18(a)attached hereto contains a true, complete and correct list as of January 31, 2014 of (i) there is no labor strikethe employees employed by each Target Company whose total cash compensation in 2013 through such date exceeded $250,000, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, and (ii) the rate of all current compensation payable by any Target Company to each such employee, including any bonus, contingent or deferred compensation. Except as set forth on Schedule 2.17(b) attached hereto, no union claims to represent the employees executive or key employee of any TargetTarget Company and no group of employees or contractors of any Target Company has informed such Target Company in writing of any plan to terminate or materially alter the terms of his, (iii) her or their employment with or services for such Target Company. To the Seller’s Knowledge, no executive or key employee of any Target Company is party to any confidentiality, proprietary rights, non-competition, non-solicitation, or similar agreement that could materially restrict the performance of such employee’s employment duties or the ability of any Target Company to conduct its business. None of the Target Companies is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedurecontract or bargaining relationship with any labor organization. There are no pending or, (ix) no charges with respect to the Sellers’ Knowledge, threatened strikes, work stoppages, walkouts, or relating to other material labor disputes or disruptions against or affecting any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practicesCompany, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not disputes have occurred within the period of two years preceding past five (5) years. To the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)Sellers’ Knowledge, there are no severance agreements with any ongoing or threatened union organizing activities involving employees of any Target Company and no such activities have occurred within the past three (3) years. No Target Company has engaged in any employee layoff activities within the last two (2) years that would materially violate the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar Law. Except as would not, individually or in the aggregate, reasonable be expected to be adverse in any material respect to the Target Companies taken as a ---------------- Targetwhole, the Target Companies are in compliance, and for the past three (3) years have complied with all applicable Laws relating to labor and employment. No Target Company has any material liability resulting from any delinquency in payment of, or failure to pay, any of its current or former employees, consultants or independent contractors wages (including minimum wage, overtime, meal breaks or waiting time penalties), salaries, fees, commissions, accrued and unused vacation, on-call payments, equal pay, or collective bargaining payments, bonuses, or other compensation, if any, for any services performed by them to which they would be entitled under applicable Law or agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (21st Century Oncology Holdings, Inc.)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), the Disclosure Schedule: (i) the Company is and has been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against the Company pending or, to the best knowledge of the Company, threatened before the National Labor Relations Board or any other comparable Authority; (iii) there is no labor strike, dispute, slowdown, slowdown or stoppage or ------- lockout by Company employees actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge best knowledge of Sellerthe Company, threatened before against or directly affecting the Company; (iv) no labor representation question exists respecting the employees of the Company and there is not pending or, to the best knowledge of the Company, threatened any activity intended or likely to result in a labor representation vote respecting the employees of the Company; (v) no grievance or any Government Authorityarbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist or have been threatened; (vi) no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; (vii) the Company has not experienced any significant work stoppage by Company employees; (viii) the Company is not delinquent in payments to any persons for any wages, salaries, commissions, bonuses or other direct or indirect compensation owed by the Company for any services performed by them or amounts required to be reimbursed to such persons, including without limitation the National Labor Relations Boardany amounts due under any Pension Plan, (viii) there is no grievance arising out of any collective bargaining agreement Welfare Plan or other grievance procedure, Compensation Plan; (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice upon termination of the intent employment of any Governmental Authority responsible for person, none of the enforcement Company, the Purchaser, Noble or any subsidiary of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progressNoble will, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge by reason of Seller threatened in any forum anything done by or on behalf of any present the Company at or former employee of a Target, any applicant for employment prior to or classes as of the foregoingClosing Date, alleging breach be liable to any of such persons for so-called "severance pay" or any express or implied contract or employment, any Law governing employment or other payments; and (x) within the termination thereof or other discriminatory, wrongful or tortious conduct in connection with twelve month period prior to the employment relationship, (xii) with respect to UK Target date hereof there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within been any expression of intention to the period of two years preceding the date of this Agreement been a party Company by any officer or key employee to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetterminate such employment.
Appears in 1 contract
Labor Matters. Except as set forth in Section 2.16 of the Disclosure Schedule, with respect to employees who are employed by the Business, to the best knowledge of the Company, (a) Except to the extent set forth Company and the Subsidiaries are in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in substantial compliance in all material respects with all applicable Applicable Laws with respect to regarding employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is no unfair labor practice charge or complaint against any Target the Company nor the Subsidiaries pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard nor is there any material grievance nor any material arbitration proceeding arising out of or under collective bargaining agreements pending, (viiic) there is no grievance arising out of labor strike, slowdown, work stoppage or lockout in effect, or threatened against or otherwise affecting the Company or the Subsidiaries, and the Company and the Subsidiaries have not experienced any collective bargaining agreement or other grievance proceduresuch labor controversy within the past five years, (ixd) there is no charges with respect to material charge or relating to complaint pending against the Company or the Subsidiaries before the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs or any Target are pending before any Governmental Authority similar state, local or foreign agency responsible for the prevention of unlawful employment practices, including without limitation before (e) neither the Equal Opportunity CommissionCompany nor the Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (xf) no Target the Company and the Subsidiaries will not have any material liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any Applicable Law or otherwise, as a result of the transactions contemplated hereunder; (g) neither the Company nor the Subsidiaries is a party to any collective bargaining agreement; and (h) the Company and the Subsidiaries are in compliance with its obligations pursuant to the Worker, Adjustment and Retraining Notification Act of 1988 ("WARN Act"), and in substantial compliance with all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. Neither the Company nor the Subsidiaries has received written notice of the intent of any Governmental Authority federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to of or relating to the Target Company or the Subsidiaries with respect to the employment of employees who are employed in the Business, and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)on Section 4.11(a) or 4.13 of the Company Disclosure Letter, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to neither the Knowledge Company nor any of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target its Subsidiaries is a party to or is otherwise bound by any collective bargaining or similar agreement with any a labor union or labor organization; (ii) the Company and each of its Subsidiaries is in compliance with all Labor Laws, or work rules or practices agreed except where such failure to with any labor organization or employee association applicable comply would not reasonably be expected to employees of the Targets, (iv) be material to the Knowledge of SellerCompany and its Subsidiaries, taken as a whole; (iii) there are no current union organizing activities among the employees of a Targetlabor disputes as to which there are any pending grievances, (v) true and correct copies of all personnel policiesarbitrations, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaserlitigations, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge charges or complaint complaints against the Company or any Target of its Subsidiaries pending or, to the Knowledge of Sellerthe Company, threatened before or any Government Authoritythreatened, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect which would be reasonably be expected to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating be material to the Target Company and no such investigation is in progressits Subsidiaries, taken as a whole; (xiiv) there are no complaintsstrikes, lawsuits work stoppages, slowdowns, lockouts or other proceeding material labor dispute pending or or, to the Knowledge of Seller the Company, threatened in writing against the Company or any forum by of its Subsidiaries, (v) neither the Company nor any of its Subsidiaries has experienced any labor strike, slowdown, picketing or on behalf of any present or former employee of a Target, any applicant for employment or classes material work stoppage involving its employees within the past three years; (vi) to the Knowledge of the foregoingCompany, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) no union organizing activities are taking place with respect to UK Target there is not a material number the business of persons employed (the Company or previously employed) by a Target who are on secondment, maternity leave, absent on grounds any of disability or other leave of absent its Subsidiaries and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not no such activities have taken place within the period of last two years preceding the date of this Agreement been a party to any "relevant transfer" years; and (vii) except as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a party whole, all independent contractors providing services to the Company or any consultation in relation of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax Laws, Laws applicable to employee benefits and other applicable Law and no such independent contractors have been improperly excluded from any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetEmployee Plans.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), Section 4.23 of the Disclosure Schedule: (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge knowledge of Sellerthe Company, threatened against or affecting the Company or any Target, Subsidiary thereto and during the last three (3) years there has not been any such action; (ii) to the knowledge of the Company, no union claims to represent the employees of the Company or any Target, Subsidiary thereto; (iii) no Target neither the Company nor any Subsidiary thereto is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, Company or any Subsidiary thereto; (iv) to none of the Knowledge employees of Seller, there the Company or any Subsidiary thereto are represented by any labor organization and the Company has no knowledge of any current union organizing activities among the employees of a Targetthe Company or any Subsidiary thereto, nor does any question concerning representation exist concerning such employees; (v) true and correct copies of all there are no written personnel policies, rules or procedures applicable to employees of each Target the Company other than those set forth in Section 4.23 of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Purchaser, Parent; (vi) each Target isthe Company and any Subsidiary thereto are, and has have at all times been, in material compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, immigration, equal employment standardsopportunity, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation in the National Labor Relations ActAct or other applicable law, ordinance or regulation; (vii) there is no the Company has not received written notice of any pending or threatened unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before Company or any Government Authority, including without limitation Subsidiary thereto before the National Labor Relations Board, Board or any similar state agency; (viii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure, procedure relating to the Company or any Subsidiary thereto; (ix) no the Company has not received written notice of any charges with respect to or relating to the Company or any Target Subsidiary thereto are pending before the Equal Employment Opportunity Commission or any Governmental Authority other agency responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, ; (x) no Target the Company has not received written or other notice of the intent of any Governmental Authority federal, state, or local agency responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to the Target Company or any Subsidiary thereto and no such investigation is in progress, ; and (xi) there are no complaints, controversies, lawsuits or other proceeding proceedings pending or or, to the Knowledge knowledge of Seller the Company, threatened in any forum to be brought by or on behalf of any present or former employee of a Target, any applicant for employment of current or former employees, or classes of the foregoing, alleging breach of any express or implied contract or for employment, any Law law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)Section 4.23 of the Disclosure Schedule, there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 4.23(vii) hereof) or other agreements (other than any agreements set forth in Section 4.9 of the Disclosure Schedule) with any employees of the Company or any Subsidiary thereto. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the Option Agreement will not result in a ---------------- Targetbreach or other violation of any collective bargaining agreement or any other employment contract or agreement to which the Company or any Subsidiary thereto is a party.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)Section 3.12 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to neither the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent Company nor the employees of any Target, (iii) no Target Company Subsidiary is a party to any collective bargaining agreement or is bound other labor union contract applicable to persons employed by the Company or the Company Subsidiary, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or the Company Subsidiary; (ii) there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of the Company after due inquiry, threatened between the Company or the Company Subsidiary and any of their employees, and neither the Company nor the Company Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (iii) neither the Company nor the Company Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against the Company or the Company Subsidiary under any such agreement with or contract that could have a Material Adverse Effect; (iv) there are no unfair labor practice complaints pending against the Company or the Company Subsidiary before the National Labor Relations Board or any labor organization, or work rules or practices agreed to with other Governmental Entity nor any labor organization or employee association applicable to current union representation questions involving employees of the Targets, (iv) to Company or the Knowledge of Seller, there are no current union organizing activities among the employees of Company Subsidiary that could have a Target, Material Adverse Effect; (v) true the Company and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, the Company Subsidiary are currently in compliance in all material respects with all applicable Laws with respect laws relating to the employment and employment practicesof labor, terms and conditions of employment, including those related to wages, hours hours, collective bargaining and the payment and withholding of worktaxes and other sums as required by the appropriate Governmental Entity, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety have withheld and insurance and occupational safety and health, paid to the appropriate Governmental Entity or are holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company or the Company Subsidiary and are not engaged liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (vi) the Company and the Company Subsidiary have paid in any unfair labor practices as defined under applicable Lawfull to all employees, including without limitation the National Labor Relations Actor adequately accrued for in accordance with GAAP consistently applied, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (vii) there is no unfair labor practice claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Entity with respect to any persons currently or formerly employed by the Company or the Company Subsidiary; (viii) neither the Company nor the Company 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; (ix) there is no charge or complaint against proceeding with respect to a violation of any Target occupational safety or health standards that has been asserted or is now pending or, to the Knowledge knowledge of Sellerthe Company, threatened before with respect to the Company or any Government Authority, including without limitation the National Labor Relations Board, Company Subsidiary; and (viiix) there is no grievance arising out charge of any collective bargaining agreement discrimination in employment or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened Entity in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of jurisdiction in which the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment Company or the termination thereof Company Subsidiary has employed or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to currently employs any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetperson.
Appears in 1 contract
Labor Matters. Except as disclosed in Section 3.16 of the Disclosure Schedule, (a) Except the Seller is not a party to any collective bargaining agreement or 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 other unionization activities seeking recognition of a collective bargaining unit which could affect the Business; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to best knowledge of the Knowledge of Seller, threatened against between the Seller and any of its employees employed in connection with the Business, and the Seller has not experienced any such controversy, strike, slowdown or affecting any Target, work stoppage within the past three years; (iic) no union claims the Seller has not breached or otherwise failed to represent comply with the employees provisions of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association union contract applicable to employees of persons employed by the TargetsSeller in connection with the Business, (iv) to the Knowledge of Seller, and there are no current union organizing activities among grievances outstanding against the employees of Seller under any such agreement or contract which could have a Target, Material Adverse Effect; (vd) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, the Seller is currently in compliance in all material respects with all applicable Laws relating to the employment of persons employed by the Seller in connection with respect the Business, including those related to employment and employment practices, terms and conditions of employment, wages, hours hours, collective bargaining and the payment and withholding of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety taxes and insurance and occupational safety and health, and are not engaged in any unfair labor practices other sums as defined under applicable Law, including without limitation required by the National Labor Relations Act, appropriate Governmental Authority; (viie) there is no unfair labor practice charge claim or complaint against any Target the Seller pending or, to the Knowledge best knowledge of the Seller, threatened before or any Government Governmental Authority, including without limitation the National Labor Relations Board, ; and (viiif) there is no grievance arising out of has not been any collective bargaining agreement or other grievance procedureMaterial Adverse Effect, (ix) no charges with respect to or relating to and the Seller does not believe that there will be any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practicesMaterial Adverse Effect, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice as a result of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes impact of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or transactions contemplated hereunder upon the termination thereof or other discriminatory, wrongful or tortious conduct in connection Seller’s relations with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetits employees.
Appears in 1 contract
Labor Matters. A true and complete list of all of the Company's officers, employees and consultants (acollectively, the "Employees") Except and their respective salaries, wages, other compensation, dates of employment, date and amount of last salary increase and positions previously has been provided to PROVANT by the Company. There are no material disputes, employee grievances or disciplinary actions pending or, to the extent set forth in Schedule -------- 4.18(a)Company's Knowledge, (i) there is no labor strike, dispute, slowdown, stoppage threatened by or ------- lockout actually pending, or between the Company and any of the Employees. With respect to the Knowledge of SellerEmployees, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and Company has at all times been, in compliance complied in all material respects with all applicable provisions of all Laws relating to the employment of labor and has no liability for any arrears of wages or taxes or penalties for failure to comply with respect any such law or for any severance or termination payments of any type. No election or Proceeding relating to employment and employment practices, terms and conditions the labor relations of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there Company is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge Company's Knowledge, threatened. The Company has had neither any material union activity nor any material labor trouble of Sellerany kind, threatened nature or description at any time heretofore. All written personnel policies and manuals currently in effect of the Company are listed on the Disclosure Schedule and true and complete copies of each written policy and manual have been provided to PROVANT. There are no claims by any Employee against the Company now pending before any Governmental Authority. Since January 1, 1997, no present or any Government Authorityformer Employee has given written notice to the Company of, including without limitation the National Labor Relations Board, (viii) and there is no grievance claim pending against the Company (whether under Law, any employment agreement or otherwise) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary (excluding current bonus, accruals and amounts accruing under pension and profit-sharing plans) for any period other than the current payroll period, (iii) vacation, time off or pay in lieu of vacation or time off, other than that earned in respect of the current fiscal year, or (iv) any violation of any Law relating to minimum wages or maximum hours of work. No person or party (including, but not limited to, any Governmental Authority) has any claim or basis for any claim against the Company arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or Law relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful discrimination in employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to practices or relating to the Target occupational safety and no such investigation is in progress, (xi) there health standards. There are no complaintspending workers' compensation claims involving the Company. The Company has delivered to PROVANT a true, lawsuits or other proceeding pending or to the Knowledge correct and complete list of Seller threatened in any forum by or on behalf of any present or former employee of a Targetall workers' compensation claims made since January 1, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target1997.
Appears in 1 contract
Labor Matters. Section 4.17 of the Black & Decker Disclosure Letter sets forth a true and complete list of all material collective bargaining or other labor union Contracts applicable to any employees of Black & Decker or any of the Black & Decker Subsidiaries. Neither Black & Decker nor any of the Black & Decker Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of Black & Decker or any of the Black & Decker Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Black & Decker Material Adverse Effect. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Black & Decker Material Adverse Effect, (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no not any, and during the past three years there has not been any, labor strike, dispute, slowdown, work stoppage or ------- lockout actually pending, or or, to the Knowledge of SellerBlack & Decker, threatened threatened, against or affecting Black & Decker or any Target, Black & Decker Subsidiary; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (ivb) to the Knowledge of SellerBlack & Decker, there are no current union organizing activities among organizational campaign is in progress with respect to the employees of a TargetBlack & Decker or any Black & Decker Subsidiary and no question concerning representation of such employees exists; (c) neither Black & Decker nor any Black & Decker Subsidiary is engaged in any unfair labor practice; (d) there are not any unfair labor practice charges or complaints against Black & Decker or any Black & Decker Subsidiary pending, or, to the Knowledge of Black & Decker, threatened, before the National Labor Relations Board; (ve) true there are not any pending, or, to the Knowledge of Black & Decker, threatened, union grievances against Black & Decker or any Black & Decker Subsidiary that reasonably could be expected to result in an adverse determination; (f) Black & Decker and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, Black & Decker Subsidiary is in compliance in all material respects with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, hours classification of workemployees, employment standardsimmigration, human rightsvisa, labor relationswork status, pay equity, employment equity, equity and workers' ’ compensation, workplace safety ; and insurance and occupational safety and health, and are not engaged in (g) neither Black & Decker nor any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Black & Decker Subsidiary has received notice written or oral communication during the past three years of the intent of any Governmental Authority Entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to of or relating affecting Black & Decker or any Black & Decker Subsidiary and, to the Target and Knowledge of Black & Decker, no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge . Table of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.Contents
Appears in 1 contract
Labor Matters. (a) Except to Neither the extent set forth in Schedule -------- 4.18(a), Company nor any of its Subsidiaries (i) there is no has agreed to recognize any labor strikeunion or labor organization, dispute, slowdown, stoppage nor has any labor union or ------- lockout actually pending, labor organization been certified as the exclusive bargaining representative of any employees of the Company or to the Knowledge any of Seller, threatened against or affecting any Target, its Subsidiaries; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is otherwise bound by any collective bargaining or similar agreement with any labor organizationby, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targetscurrently negotiating, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, Contract with a labor union or labor organization (ixa “CBA”); or (iii) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for is the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent subject of any Governmental Authority responsible for material proceeding asserting that the enforcement Company or any of its Subsidiaries has committed an unfair labor practice or employment Laws seeking to conduct an investigation compel it to bargain with respect to any labor union or relating to the Target and no such investigation is in progresslabor organization, (xi) there are no complaintsnor, lawsuits or other proceeding pending or to the Knowledge of Seller the Company as of the date hereof, is any such proceeding threatened. There is not now, nor has there been since the Applicable Date any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries nor, to the Knowledge of the Company, is any such controversy threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes writing as of the foregoingdate hereof. To the Knowledge of the Company, alleging breach as of the date hereof, there is no campaign being conducted to solicit cards from employees of the Company or any express of its Subsidiaries to authorize representation by a labor organization. As of the date hereof, neither the Company nor any of its Subsidiaries have closed any plant or implied contract facility, effectuated any layoffs of employees or employmentimplemented any early retirement, separation or window program since the Applicable Date, nor has any Law governing employment such action or program been announced for the future in any case that would reasonably be expected to give rise to any material liability under the United States Worker Adjustment and Retraining Notification Act or the termination thereof rules and regulations thereunder, except for any liabilities that were satisfied on or other discriminatoryprior to September 30, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target2006.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)Section 3.9 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge knowledge of Sellerthe Company, threatened against or affecting the Company and since inception there has not been any Target, such action; (ii) to the knowledge of the Company, no union claims to represent the employees of any Target, the Company; (iii) no Target the Company is not a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, Company; (iv) to none of the Knowledge employees of Seller, there the Company are represented by any labor organization and the Company has no knowledge of any current union organizing activities among the employees of a Targetthe Company, nor does any question concerning representation exist concerning such employees; (v) true and correct copies of all there are no written personnel policies, rules or procedures applicable to employees of each Target the Company, other than those set forth in Section 3.9 of the Company Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Purchaser, Parent; (vi) each Target the Company is, and has at all times been, in material compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, immigration, equal employment standardsopportunity, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation in the National Labor Relations ActAct or other applicable law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint against any Target the Company pending or, to the Knowledge knowledge of Sellerthe Company, threatened before or any Government Authority, including without limitation the National Labor Relations Board, Board or any similar state agency; (viii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure, procedure relating to the Company; (ix) to the knowledge of the Company, no charges with respect to or relating to any Target the Company are pending before the Equal Employment Opportunity Commission or any Governmental Authority other agency responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, ; (x) no Target has received notice to the knowledge of the intent of any Governmental Authority Company, no federal, state, or local agency responsible for the enforcement of labor or employment Laws laws intends to conduct an investigation with respect to or relating to the Target Company and no such investigation is in progress, ; and (xi) there are no complaints, controversies, lawsuits or other proceeding proceedings pending or or, to the Knowledge knowledge of Seller the Company, threatened in any forum to be brought by or on behalf of any present or former employee of a Target, any applicant for employment or current or former employees, or classes of the foregoing, alleging breach of any express or implied contract or for employment, any Law law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 3.9 of the Company Disclosure Schedule, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondmentno employment contracts, maternity leave, absent on grounds of disability or other leave of absent and haveseverance agreements, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within confidentiality agreements with any employees of the period of two years preceding the date Company. The execution of this Agreement been and the consummation of the transactions contemplated hereby shall not result in a party breach or other violation of any collective bargaining agreement or any other employment contract or agreement to any which the Company is a party. (b) Since the enactment of Worker Adjustment and Retraining Notification Act of 1988 (the "relevant transferWARN Act"), the Company has not effectuated (i) a "plant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of the Company, or (Protection of Employmentii) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union and Labour Relations (Consolidation) Xxx 0000Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Schedule 4.18(a)Section 3.9 of the Company Disclosure Schedule, there are no severance agreements with any none of the employees of a ---------------- Target.the Company has suffered an "employment loss" (as defined in the WARN Act) during the ninety day period prior to the execution of this Agreement. Section 3.10
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Zitel Corp)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)5.14, (a) none of the Companies is a party to: (i) there any collective bargaining agreement or similar agreement with any labor organization or employee association, or (ii) any other written contract concerning employment; (b) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or and, to the Knowledge of Seller, threatened against no such grievance or affecting any Targetproceeding is threatened; (c) since June 3, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller2003, there are no current union organizing activities among the employees of a Target, (v) true has not been and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target not pending or, to the Knowledge of Seller, threatened before in writing, (i) any labor dispute between any of the Companies and any labor organization, or any Government Authoritystrike, slowdown, or other similar organized labor activity involving any employee of any of the Companies or affecting any of the Companies, or (ii) any material union organizing or election activity involving any employee of any of the Companies; (d) each of the Companies is in compliance in all material respects with all United States federal, state and local Laws applicable to such Company regarding labor, employment and employment practices, conditions of employment, occupational safety and health, immigration, equal employment opportunity, employment discrimination and wages and hours, including without limitation any bargaining or other obligations under the National Labor Relations BoardAct (collectively, “Labor Laws”); (viiie) to the Knowledge of Seller, none of the Companies is engaged in any unfair labor practice, and there is no grievance arising out unfair labor practice charge pending or, to the Knowledge of Seller, threatened in writing against any collective bargaining agreement of the Companies before the National Labor Relations Board or any other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for and, to the prevention Knowledge of unlawful employment practicesSeller, including without limitation before there are no facts upon which any such claim could be based; (f) to the Equal Opportunity CommissionKnowledge of Seller, (x) no Target none of the Companies has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws any Labor Law to conduct an investigation with respect to or relating to the Target such Company, and no such investigation is in progressprogress and, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller Seller, there are no facts upon which any such claim could be based; (g) there exists no pending or, to the Knowledge of Seller, threatened in lawsuit, administrative proceeding or investigation between any forum by of the Companies and any current or on behalf former director, officer or employee of any present or former employee of a Target, any applicant for employment or classes of the foregoingCompanies, alleging including any claim for wrongful termination, breach of any express or implied contract or employment, any Law governing of employment or for violation of equal employment opportunity laws; and, to the termination thereof or other discriminatoryKnowledge of Seller, wrongful or tortious conduct in connection with there are no facts upon which any such claim could be based; (h) since June 3, 2003, none of the employment relationship, Companies has effectuated (xiii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" “plant closing” (as defined in the Transfer Worker Adjustment and Retraining Notification Act of Undertakings 1988 (Protection the “WARN Act”)) affecting any site of Employmentemployment or one or more facilities or operating units within any site of employment or facility of any of the Companies or (ii) Regulations 1981 a “mass layoff” (as amended)defined in the WARN Act) affecting any site of employment or facility of the Companies without complying with the WARN Act; nor, to the Knowledge of Seller, has any of the Companies been affected by any transaction or engaged in any layoff or employment termination of employees of any of the Companies sufficient in number to trigger application of any similar United States federal, state or local Law without complying with any such Law. As of the Closing Date, each of the Companies shall have withheld all amounts required by law or by agreement for a relevant transfer nor been a party to or been obliged to be a party withheld from the wages, salaries and other payments to employees in accordance with applicable legal requirements. All individuals who perform services for each of the Companies have been properly classified as employees or independent contractors. Each of the Companies is not delinquent in payments to any consultation in relation to employee, including but not limited to, any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)wages, there are no severance agreements with salaries, commissions, bonuses, profit sharing or other compensation, benefits or reimbursements, for any employees of a ---------------- Targetservices performed by them.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hayes Lemmerz International Inc)
Labor Matters. (a) Except to for such matters that would not have, individually or in the extent set forth in Schedule -------- 4.18(a)aggregate, (i) there is no labor strikea Dorado Material Adverse Effect, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting neither Dorado nor any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Dorado Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation with respect to of Dorado or relating any of the Dorado Subsidiaries and, to the Target and knowledge of Dorado, no such investigation is in progress. Except for such matters that would not have, individually or in the aggregate, a Dorado Material Adverse Effect, (xii) there are no complaints, lawsuits (and there have not been during the two year period preceding the date hereof) strikes or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) lockouts with respect to UK Target any employees of Dorado or any of the Dorado Subsidiaries (the “Dorado Employees”), (ii) to the knowledge of Dorado, there is not a material number of persons employed no (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target there has not within been during the two year period of two years preceding the date hereof) union organizing effort pending or threatened against Dorado or any of this Agreement the Dorado Subsidiaries, (iii) there is no (and there has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Dorado, threatened against Dorado or any of the Dorado 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 Dorado, threatened with respect to Dorado Employees, and (v) Dorado and the Dorado 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 Dorado nor any of the Dorado Subsidiaries has any liabilities under the WARN Act or any similar state or local law as a result of any action taken by Dorado that would have, individually or in the aggregate, a Dorado Material Adverse Effect. Neither Dorado nor any of the Dorado Subsidiaries is a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000bargaining agreement. Except as set forth would not have, individually or in Schedule 4.18(a)the aggregate, there a Dorado Material Adverse Effect, all individuals that have been or that are no severance agreements with any employees classified by Dorado as independent contractors have been and are correctly so classified, and none of a ---------------- Targetsuch individuals could reasonably be classified as an employee of Dorado.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Encore Acquisition Co)
Labor Matters. (a) Except to for such matters that would not have, individually or in the extent set forth in Schedule -------- 4.18(a)aggregate, (i) there is no labor strikea Redfish Material Adverse Effect, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting neither Redfish nor any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Redfish Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation with respect to of Redfish or relating any of the Redfish Subsidiaries and, to the Target and knowledge of Redfish, no such investigation is in progress. Except for such matters that would not have, individually or in the aggregate, a Redfish Material Adverse Effect, (xii) there are no complaints, lawsuits (and there have not been during the two year period preceding the date hereof) strikes or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) lockouts with respect to UK Target any employees of Redfish or any of the Redfish Subsidiaries (the “Redfish Employees”), (ii) to the knowledge of Redfish, there is not a material number of persons employed no (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target there has not within been during the two year period of two years preceding the date hereof) union organizing effort pending or threatened against Redfish or any of this Agreement the Redfish Subsidiaries, (iii) there is no (and there has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Redfish, threatened against Redfish or any of the Redfish 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 Redfish, threatened with respect to Redfish Employees, and (v) Redfish and the Redfish 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 Redfish nor any of the Redfish 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 Redfish that would have, individually or in the aggregate, a Redfish Material Adverse Effect. Neither Redfish nor any of the Redfish Subsidiaries is a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000bargaining agreement. Except as set forth would not have, individually or in Schedule 4.18(a)the aggregate, there a Redfish Material Adverse Effect, all individuals that have been or that are no severance agreements with any employees classified by Redfish as independent contractors have been and are correctly so classified, and none of a ---------------- Targetsuch individuals could reasonably be classified as an employee of Redfish.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Encore Acquisition Co)
Labor Matters. Except as set forth on Schedule 4.19, none of the employees of the Company or any of its Subsidiaries are or have been represented by a labor union or other labor organization. Since January 1, 2015, (a) Except to neither the extent set forth in Schedule -------- 4.18(a), (i) there is no labor Company nor any of its Subsidiaries has experienced any strike, disputelockout, hand billing, picketing, boycott, work stoppage, slowdown, stoppage or ------- lockout actually pendinglabor arbitration, material grievance, or material labor dispute nor, to the Knowledge Company’s Knowledge, has any such event been threatened; (b) neither the Company nor any of Sellerits Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act; (c) to the Company’s Knowledge, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to organizational effort has been made or is bound by any collective bargaining presently underway or similar agreement with threatened by, or on behalf of, any labor organization, union or work rules or practices agreed to other employee representative body with any labor organization or employee association applicable respect to employees of the TargetsCompany or any of its Subsidiaries, (iv) to the Knowledge of Sellerand no effort has been made or is presently underway or threatened by, there are no current union organizing activities among the or on behalf of, any employees of a Target, the Company or any of its Subsidiaries to decertify any labor union or other employee representative body; and (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vid) each Target is, of the Company and its Subsidiaries has at all times been, complied and is currently in compliance in all material respects with (i) all collective bargaining agreements and other Contracts with any labor union, works council, and other labor organization and (ii) all applicable Laws with respect relating to employment and employment practiceslabor, terms and conditions of employment, including provisions thereof relating to wages, hours of workhours, employment standardshealth and safety, human rightsequal opportunity, immigration, collective bargaining, harassment, sexual harassment, labor relations, pay equity, employment equity, workers' compensation, workplace safety employee layoffs and insurance and occupational safety and healthplant closings, and are not engaged in any unfair labor practices as defined under applicable Lawthe payment of social security, including without limitation the National Labor Relations Actwage, (vii) there payroll and other Taxes. There is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge Company’s Knowledge, threatened, Action alleging material violations of Sellerany labor or employment Law, threatened before including claims of unfair labor practice, employment discrimination, wrongful termination or similar matters against or affecting the Company or any Government Authorityof its Subsidiaries. In the past three (3) years, including without limitation no labor union, works council, or other labor organization has alleged that the National Labor Relations Board, (viii) there is no grievance arising out Company or any of its Subsidiaries has violated or otherwise breached any collective bargaining agreement or other grievance procedurelabor contract. To the Company’s Knowledge, (ix) there is no charges existing union representation petition for the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has satisfied in all material respects all notice, consultation and bargaining obligations it owes to its employees and their representatives pursuant to applicable Law or Contract with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum transactions contemplated by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000Agreement. Except as set forth would not, individually or in Schedule 4.18(a)the aggregate, there result in material liability to the Company or any of its Subsidiaries, (i) the Company and each of its Subsidiaries have fully and timely paid all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that have become due and payable to its employees and its consultants, independent contractors, and other service providers pursuant to applicable Law, contract, or Company policy, and (ii) all individuals who are no severance agreements with providing, or have provided at any employees time in the past three (3) years, services to the Company or any of a ---------------- Targetits Subsidiaries and are or were classified by the Company and each of its Subsidiaries as independent contractors or other non-employee services providers are and were properly classified and treated as such for all applicable purposes.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Infrastructure & Energy Alternatives, Inc.)
Labor Matters. (a) Except There are no proceedings now pending, nor, to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to best of the Knowledge of Seller's knowledge, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions the operation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened Existing Facility before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out State Commission on Human Rights and Opportunities, State Department of Labor, U.S. Department of Labor or any collective bargaining agreement or other grievance procedure, (ix) no charges Governmental Authority having jurisdiction of employee rights with respect to hiring, tenure and conditions of employment, and the Seller has not experienced any material controversy with any administrator of any Existing Facility or other employee of similar stature or with any labor organization. There are no collective bargaining agreements now or previously in effect relating to any Target are pending before Existing Facility and no Existing Facility is or has been affected by any Governmental Authority responsible for actual or threatened strike, work stoppage or other labor disturbance. To the prevention best knowledge of unlawful employment practicesthe Seller, including without limitation before as of the Equal Opportunity Commissiondate hereof, no union has attempted or is in the midst of attempting to represent any employee of any Existing Facility as a collective bargaining unit. As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, (xa) there shall be no Target has received notice proceedings then pending, nor, to the best of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation Seller's knowledge, threatened with respect to the operation of Facility operated by such Single Purpose Entity before the National Labor Relations Board, State Commission on Human Rights and Opportunities, State Department of Labor, U.S. Department of Labor or any other Governmental Authority having jurisdiction of employee rights with respect to hiring, tenure and conditions of employment, and such Single Purpose Entity shall not have experienced any material controversy with any Facility administrator or other employee of similar stature or with any labor organization, (b) there shall be no collective bargaining agreements then or previously in effect relating to the Target Facility operated by such Single Purpose Entity and such Facility shall not then be affected (nor shall have such Facility been affected in the past) by any actual or threatened strike, work stoppage or other labor disturbance and (c) to the best knowledge of the Seller, no such investigation is union shall have attempted or shall be in progressthe midst of attempting to represent any employee of the applicable Facility as a collective bargaining unit. As of the applicable Closing Date involving any Facility leased or owned by the Seller, (xii) there are shall be no complaintsproceedings then pending, lawsuits or other proceeding pending or nor, to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes best of the foregoingSeller's knowledge, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) threatened with respect to UK Target the operation of such Facility before the National Labor Relations Board, State Commission on Human Rights and Opportunities, State Department of Labor, U.S. Department of Labor or any other Governmental Authority having jurisdiction of employee rights with respect to hiring, tenure and conditions of employment, and the Seller shall not have experienced any material controversy with any Facility administrator or other employee of similar stature or with any labor organization, (ii) there is not a material number of persons employed (shall be no collective bargaining agreements then or previously employedin effect relating to the Facility owned or leased by the Seller and such Facility shall not then be affected (nor shall have such Facility been affected in the past) by a Target who are on secondmentany actual or threatened strike, maternity leave, absent on grounds of disability work stoppage or other leave labor disturbance and (iii) to the best knowledge of absent and havethe Seller, no union shall have attempted or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined shall be in the Transfer midst of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party attempting to or been obliged to be a party to represent any consultation in relation to any collective redundancies made pursuant to section 188 employee of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except applicable Facility as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetcollective bargaining unit.
Appears in 1 contract
Labor Matters. (a) Except to Neither the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to Company nor the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Institution is a party to or is bound by any collective bargaining agreement or similar agreement with any other labor organization, or work rules or practices agreed to with any labor organization or employee association union contract applicable to employees of persons employed by the TargetsCompany or the Institution, (iv) to the Knowledge of Seller, and currently there are no current union organizing organizational campaigns, petitions or other unionization activities among the employees seeking recognition of a Target, collective bargaining unit which could affect the Company; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is are no unfair labor practice charge controversies, strikes, slowdowns or complaint against any Target work stoppages pending or, to the Knowledge of Sellerthe Sellers, threatened between the Company and its employees, and the Company has not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) there are no unfair labor practice complaints pending against the Company or the Institution before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any other Governmental Authority which could have a Material Adverse Effect; (e) the Company is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (viiif) the Company has paid in full to all its employees or 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 grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges claim with respect to payment of wages, salary or relating to any Target are overtime pay that has been asserted or is now pending or threatened before any Governmental Authority responsible for with respect to any Persons currently or formerly employed by the prevention Company; (h) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of unlawful any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Company; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including without limitation age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lincoln Educational Services Corp)
Labor Matters. Except as set forth in Section 4.21 of the Disclosure Schedule, to the Company’s Knowledge, (a) Except the Company and each Subsidiary is in material compliance with all Laws regarding employment and employment practices, conditions of employment, wages and hours with respect to the extent set forth Business, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all Taxes and other amounts required to be withheld from employees of the Company or any Subsidiary (and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed); (b) neither the Company nor any Subsidiary is engaged in Schedule -------- 4.18(a)unfair labor practices, and there are no unfair labor practice complaints or grievances pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary relating to employees of the Company or any Subsidiary who are employed in connection with the Business, (ic) there are no claims for violations of employment or labor Laws, or age, sex, racial or other employment discrimination pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary relating to employees of the Business, and (d) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, dispute or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target stoppage pending or, to the Knowledge of SellerCompany’s Knowledge, threatened before against or involving the Business or at the current customer locations which may affect such Business or which may interfere with its continued operation, and there has been no strike, walkout or work stoppage involving any of the employees of the Company or any Government AuthoritySubsidiary employed with respect to the Business or at the current customer locations during the twenty-four (24) months prior to the date of this Agreement. Neither the Company nor any Subsidiary, to the Company’s Knowledge, has incurred any Liability arising from the failure to pay wages (including without limitation overtime wages), from the National misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Relations BoardStandards Act or similar state Laws. Except as disclosed in Section 4.21 of the Disclosure Schedule, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges Action with respect to any employment- related matters, including payment of wages, salary or relating overtime pay, that has been asserted in writing or is now pending or, to any Target are pending the Company’s Knowledge, threatened by or before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to any Persons currently or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons formerly employed (or previously employedengaged as an independent contractor) by a Target by, or who are on secondmentor were applicants for employment with, maternity leave, absent on grounds of disability the Company or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetSubsidiary.
Appears in 1 contract
Labor Matters. (a) Except The Company has provided to the extent set forth Buyer a true and correct list of the following information as of the date hereof and updated no earlier than five (5) Business Days prior to the Closing for each of its employees (other than those employees to be transferred to Holdco or Olive in Schedule -------- 4.18(a)connection with the Restructuring Transactions and whose employment is not primarily related to the Business): employer, (i) there job title, location, date of hiring, and current compensation rate. There is no labor strike, dispute, work slowdown, stoppage lockout, stoppage, picketing or ------- lockout actually strike pending, or to the Knowledge of SellerCompany’s Knowledge, threatened against or affecting any Targetbetween the Company, (ii) no union claims to represent on the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isone hand, and its employees, on the other hand, and there has at all times been, been no such event since [***]. The Company is currently in compliance in all material respects respects, and since [***] has been in compliance in all material respects, with all applicable Laws with respect to respecting employment and employment practices, terms and conditions of employment, including those related to wages, hours and the payment and withholding of worktaxes. During the three (3) year period prior to the date hereof, employment standardsthe Company has not effectuated: (i) a “plant closing” or (ii) a “mass layoff”, human rightsin each case, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Lawin the Worker Adjustment and Retraining Notification Act of 1988, including without limitation as amended (“WARN”), or similar state law. The Company has not misclassified any person as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee of the National Labor Relations ActCompany (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Employee Plan and the Company does not employ or engage any volunteer workers, (vii) there is paid or unpaid interns or any other unpaid workers. There are no unfair labor practice charge material claims or complaint against any Target pending disputes pending, threatened in writing or, to the Knowledge of Sellerthe Company, threatened before orally, in each case against the Company, involving any employee, former employee, group of employees, group of former employees of, or any Government Authorityindividual or group of individuals that applied for employment with the Company. There are no unfair labor practice or discrimination complaints pending or, including without limitation to the Company’s Knowledge, threatened, against the Company before the National Labor Relations BoardBoard or any other Governmental Body. No employee of the Company is represented by a labor union or organization with respect to his or her Company employment, (viii) there the Company is no grievance arising out of not party to, or otherwise subject to, any collective bargaining agreement or other grievance proceduresimilar labor union or organization contract, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating and to the Target and Company’s Knowledge there is no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum organizational activity by or on behalf of any present labor union or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) organization with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 employee of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetCompany.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)
Labor Matters. Except as set forth in Section 3.23 of the Disclosure Schedule, (a) Except neither the Seller nor any of its Affiliates is a party to any collective bargaining agreement or other labor union contract applicable to any Covered Employee, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any Covered Employee; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth Seller's Knowledge, threatened between the Seller or any of its Affiliates and any Covered Employees, and neither the Seller nor any of its Affiliates has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) except for routine grievances which would not have a Material Adverse Effect, neither the Seller nor any of its Affiliates has within the past three years breached or otherwise failed to comply with the provisions of any collective bargaining or union contract applicable to any Covered Employee, and there are no grievances outstanding against the Seller or any of its Affiliates under any such agreement or contract which would have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Seller or any of its Affiliates before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any Covered Employee which would have a Material Adverse Effect; (e) with respect to all Covered Employees, the Seller and each of its Affiliates are currently in Schedule -------- 4.18(a)material compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Covered Employees and is not liable for any material arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Seller and each of its Affiliates has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any Covered Employee prior to the Closing; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted within the past three years or is now pending or threatened before any Governmental Authority with respect to any Covered Employee; (h) neither the Seller nor any of its Affiliates is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to any Covered Employee; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standard that has been asserted within the past three years or is now pending or threatened with respect to the Seller or any of its Affiliates relating to any Covered Employee; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, for any reason, involving any Covered Employee, including without limitation age, gender, race, religion or other legally protected category, which has been asserted within the past three years or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetAuthority.
Appears in 1 contract
Labor Matters. (a) Except The Company has provided Parent with copies of each collective bargaining agreement, labor union contract and trade union agreement (each a “Collective Bargaining Agreement”) with any union or labor organization to which the extent set forth in Schedule -------- 4.18(a), (i) there Company or any of its Subsidiaries is no labor strike, dispute, slowdown, stoppage a party or ------- lockout actually pending, or to by which it is bound. To the Knowledge of Sellerthe Company, threatened against or affecting any Targetin the past three (3) years, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to group of employees of the Targets, (iv) Company or any of its Subsidiaries has sought to the Knowledge of Seller, there are no current union organizing activities among the organize any employees of the Company or any of its Subsidiaries for purposes of collective bargaining, made a Targetdemand for recognition or certification, (v) true and correct copies sought to bargain collectively with the Company or any of all personnel policiesits Subsidiaries, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects filed a petition for recognition with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations ActBoard (except with respect to any Collective Bargaining Agreement previously provided to Parent). As of the date of this Agreement, (vii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice and there is no unfair labor practice charge complaint pending against the Company before the National Labor Relations Board or complaint against any Target current union representation questions involving employees of Company. As of the date hereof, there is no pending or, to the Knowledge of Sellerthe Company, threatened before threatened, nor has there been since January 1, 2008, except as disclosed in the Company Reports, any material labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000its Subsidiaries. Except as set forth in Schedule 4.18(a)Section 2.19(a) of the Company Disclosure Schedule, there are no severance agreements with during the 12 months prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has implemented any plant closing or mass layoff of employees that would reasonably be expected to implicate the Worker Adjustment and Retraining Notification Act of a ---------------- Target1988, as amended, including the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)
Labor Matters. Except as set forth in Section 3.20 of the ------------- Company Disclosure Schedule, (a) Except the Company is not, and has not been, a party to or otherwise bound by or threatened by with any collective bargaining agreement or other labor union contract and to the extent set forth knowledge of the Company or either of the Shareholders currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company; (b) there are no controversies, strikes, slowdowns, work stoppages or labor disturbances pending or to the knowledge of the Company or either of the Shareholders threatened between the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown, work stoppage or labor disturbances within the past three years; (c) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or any other Governmental Entity or any current union representation questions involving employees of the Company; (d) there are no pending claims against the Company under any workers' compensation plan or policy or for long-term disability; (e) to the knowledge of the Company or either of the Shareholders, the Company has no obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder; (f) the Company is currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Entity and has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (g) the Company has paid in full to all its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, including all compensation owing and due for over-time work; (h) the Company has provided its employees with all relocation benefits, stock options, bonuses and incentives, and all other compensation that such employee has earned up through the date of this Agreement or that such employee was otherwise promised in their employment agreements with the Company; (i) there is no labor strikeclaim with respect to payment of wages, dispute, slowdown, stoppage salary or ------- lockout actually pending, overtime pay that has been asserted or is now pending or to the Knowledge knowledge of Sellerthe Company or either of the Shareholders threatened before any Governmental Entity with respect to any Persons currently or formerly employed by the Company; (j) the Company is not a party to, threatened against or affecting otherwise bound by, any Targetconsent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (iik) there is no union claims charge or proceeding with respect to represent the employees a violation of any Target, (iii) no Target is a party to occupational safety or health standards that has been asserted or is bound by now pending or to the knowledge of the Company or either of the Shareholders threatened with respect to the Company; (l) there is no charge of discrimination in employment or employment practices, for any collective bargaining reason, including, without limitation, age, gender, race, religion or similar agreement with any labor organizationother legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or work rules any other Governmental Entity in any jurisdiction in which the Company has employed or practices agreed to with currently employs any labor organization or employee association applicable to employees of Person; (m) the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, Company is in compliance in all material respects with all applicable Laws with respect to employment the requirements of the Americans With Disabilities Act and employment practices, terms and conditions any similar law of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation Entity; and (n) the National Labor Relations Board, (viii) there Company is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges in compliance with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice requirements of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target Workers Adjustment and Retraining Notification Act ("WARN") and each has no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made liabilities pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000WARN. ---- Except as set forth in Schedule 4.18(a)Section 3.20 of the Company Disclosure Schedule, there are no neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any severance agreements with benefits or any employees other payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any current or former director, employee or other service provider of a ---------------- Targetthe Company or any other ERISA Affiliate, (ii) increase any benefits otherwise payable by the Company or (iii) result in the acceleration of the time of payment or vesting of any such benefits, or any options or warrants to purchase Company Capital Stock, or any increase in the amount of compensation of benefits due any such person.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Marketfirst Software Inc)
Labor Matters. (a) Except to the extent as set forth in on Schedule -------- 4.18(a)4.13(a) of the Company Disclosure Schedules, during the past three (3) years: (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pendingneither the Company nor its Subsidiaries have been a party to, or bound by, any collective bargaining agreement, union agreement or Contract with respect to the Knowledge of Seller, threatened against or affecting any Targetits employees, (ii) no union claims to represent the labor union, labor organization, or works council has represented any employees of any Targetthe Company and its Subsidiaries, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor union organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending campaign or, to the Knowledge of Sellerthe Company, threatened other activities to organize any employees of the Company or its Subsidiaries or compel the Company or its Subsidiaries to bargain with any labor organization has been in progress, or, to the Company’s Knowledge, threatened, and no question concerning representation has arisen respecting employees of the Company or its Subsidiaries, (iv) there have been no strikes, walkouts, work stoppages, picketing, boycotts, or lockouts, with respect to any employees of the Company or its Subsidiaries, or, to the Company’s Knowledge, threats thereof, (v) there have been no material union grievances or labor arbitrations against the Company or its Subsidiaries, or, to the Company’s Knowledge, threats thereof, and neither the Company nor its Subsidiaries have materially breached or failed to comply with the provisions of any collective bargaining agreement, and (vi) there have been no material unfair labor practice charges, Proceedings, or complaints against the Company or its Subsidiaries before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement Board or other grievance proceduresimilar Governmental Entity, (ix) no charges with respect or, to the Company’s Knowledge, threats thereof, and neither the Company nor its Subsidiaries have been found by the National Labor Relations Board or relating any court to have engaged in any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice material unfair labor practice in material violation of the intent of National Labor Relations Act or any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetsimilar Applicable Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dealertrack Technologies, Inc)
Labor Matters. Except as set forth in Section 4.21 of the Tangoe Disclosure Schedule, (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge neither Tangoe nor any of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target its Subsidiaries is a party to or is bound by any collective bargaining agreement or similar agreement with other labor union contract applicable to persons employed by Tangoe or any labor organizationof its Subsidiaries, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, in Tangoe’s business and currently there are no current union organizing organizational campaigns, petitions or other unionization activities among the employees seeking recognition of a Target, collective bargaining unit that could affect Tangoe or any of its Subsidiaries; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is are no unfair labor practice charge controversies, strikes, slowdowns or complaint against any Target work stoppages pending or, to the Knowledge of SellerTangoe, threatened before between Tangoe or any Government Authorityof its Subsidiaries and any of its employees, including without limitation and neither Tangoe or any of its Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) there are no unfair labor practice complaints pending against Tangoe or any of its Subsidiaries before the National Labor Relations Board, (viii) there is no grievance arising out of Board or any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention or any current union representation questions involving employees of unlawful employment practices, including without limitation before the Equal Opportunity Commission, Tangoe or any of its Subsidiaries; and (xd) no Target has received notice Tangoe and each of the intent of any Governmental Authority responsible for the enforcement of labor or employment its Subsidiaries is currently in material compliance with all applicable Laws to conduct an investigation with respect to or relating to the Target employment of labor, including those related to wages, hours, collective bargaining and no the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such investigation Governmental Authority all amounts required to be withheld from employees of Tangoe or any of its Subsidiaries and, to Tangoe’s Knowledge, is in progressnot liable for any arrears of wages, (xi) there are no complaintstaxes, lawsuits penalties or other proceeding pending or sums for failure to the Knowledge of Seller threatened in comply with any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. Except as set forth in Section 4.11 of the Company Disclosure Schedule, (a) Except the Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth knowledge of the Company and the Individual Stockholders after reasonable investigation, threatened between the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) the Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no grievances outstanding against the Company under any such agreement or contract which constitutes a Company Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company which constitutes a Company Material Adverse Effect; (e) the Company is currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, except where such noncompliance would not have a Company Material Adverse Effect, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing, except where such failure or noncompliance would not have a Company Material Adverse Effect; (f) the Company has paid in full to all its employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the knowledge of the Company and the Individual Stockholders after reasonable investigation, threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company; (h) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there or health standards that has been asserted or is no unfair labor practice charge or complaint against any Target now pending or, to the Knowledge knowledge of Sellerthe Company and the Individual Stockholders after reasonable investigation, threatened before or any Government Authority, including without limitation with respect to the National Labor Relations Board, Company; and (viiij) there is no grievance arising out charge of any collective bargaining agreement discrimination in employment or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company and the Individual Stockholders after reasonable investigation, threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Labor Matters. (a3.19(a) Except to as disclosed in the extent set forth in Schedule -------- 4.18(a)Filed Company SEC Reports, (i) there none of the Acquired Corporations is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pendinga party to, or to the Knowledge of Sellerbound by, threatened against any collective bargaining agreement, contract or affecting any Target, other agreement or understanding with a labor union or labor organization; (ii) no union claims to represent none of the employees Acquired Corporations is the subject of any Target, (iii) no Target is a party Legal Proceeding asserting that any of the Acquired Corporations has committed an unfair labor practice or seeking to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed compel it to bargain with any labor organization as to wages or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, ; (viiiii) there is no unfair strike, lockout, work stoppage or other labor practice charge or complaint against dispute involving any Target of the Acquired Corporations pending or, to the Knowledge of SellerCompany’s Knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations Board, threatened; (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ixiv) no charges with respect to complaint, charge or relating to any Target are pending Legal Proceeding by or before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum Body brought by or on behalf of any present employee, prospective employee, former employee, independent contractor, retiree, labor organization or former employee other representative of its employees is pending or, to the Company’s Knowledge, threatened against any of the Acquired Corporations; (v) to the Company’s Knowledge, all positions that are classified as exempt from applicable wage and hour laws have been properly classified as exempt from applicable wage and hour laws, and to the Company’s Knowledge all employees have been properly paid in accordance with applicable Legal Requirements, in all material respects, and the Acquired Corporations have properly maintained all legally required records relating to wages and hours worked for each employee, (v) no grievance is pending or, to the Company’s Knowledge, threatened against any of the Acquired Corporations; (vi) none of the Acquired Corporations is a Targetparty to, or otherwise bound by, any applicant for consent decree with, or citation by, any Governmental Body relating to employees or employment practices; (vii) no labor organization or classes group of employees of any of the foregoing, alleging breach of any express Acquired Corporations has made a pending demand for recognition or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)certification, there are no severance agreements representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority and, to the Company’s Knowledge, no union organizing campaign is ongoing or threatened with respect to the employees of any of the Acquired Corporations; and (viii) since December 31, 2005, none of the Acquired Corporations has ordered or implemented a ---------------- Targetplant closing, mass layoff or other group employment termination that required the issuance of notice under, or was otherwise covered by, the Worker Adjustment and Retraining Notification (WARN) Act or any similar state and local law.
Appears in 1 contract
Labor Matters. Except as disclosed in the Disclosure Schedule, (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or affecting, or, to the Knowledge of Seller’s Knowledge, threatened against the Company, and during the last five (5) years there has not been any such action and, to Seller’s Knowledge, there are no existing or affecting any Targetprior facts, circumstances or conditions that could reasonably be expected to lead to such an action; (iib) there are no union claims to represent the Employees nor have there been any claims to represent Employees or former employees of any Target, the Company within the last five (iii5) years; (c) there is no Target is a party to or is bound by any collective bargaining or similar agreement Contract with any labor organization, or nor work rules or practices agreed to with any labor organization or employee association association, applicable to the Employees, nor is the Company a party to or bound by any collective bargaining or similar Contract; (d) there is, and within the last five (5) years has been, no representation of the Employees or former employees of the TargetsCompany by any labor organization and, (iv) to the Knowledge of Seller’s Knowledge, there are no current union organizing activities among the employees of a TargetEmployees, nor does any question concerning representation exist concerning such Employees; (ve) true the Company has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Laws, and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target the Company is, and has at all times for the past five (5) years been, in compliance in all material respects with all applicable Laws with in respect to of employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance work and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, ; (viif) there is no unfair labor practice charge or complaint against any Target the Company pending or, to the Knowledge of Seller’s Knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any other Governmental Authority and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (viiig) there is no grievance pending or, to Seller’s Knowledge, threatened against the Company arising out of any collective bargaining agreement or other grievance procedureprocedure and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (ixh) there are no charges with respect to or relating to the Company pending or, to Seller’s Knowledge, threatened before the Equal Employment Opportunity Commission or any Target are pending before any other Governmental Authority responsible for the prevention of unlawful employment practicespractices and, including without limitation before to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the Equal Opportunity Commission, basis therefor; (xi) no Target the Company has not received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target Company and no such investigation is in progress, ; and (xij) there are no complaints, lawsuits or other proceeding proceedings are pending or or, to the Knowledge of Seller Seller’s Knowledge, threatened in any forum by or on behalf of any present Employee or former employee of a Targetthe Company, any applicant for employment or classes of the foregoing, foregoing alleging breach of any express or implied contract or Contract for employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the any employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. Except as set forth on SCHEDULE 4.18, there are (a) Except to not in existence or threatened any labor strikes, disputes, slowdowns, lockouts or work stoppages by employees of the extent set forth Company, and during the past five (5) years there has not been any such action in Schedule -------- 4.18(a)existence or, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of the Company and the Seller, threatened against or affecting any Targetthreatened, (iib) no union claims collective bargaining agreements to represent which the employees of any Target, (iii) no Target Company is a party to or is bound by party, nor any collective bargaining or similar agreement with any labor organization, other Contract or work rules or practices agreed to to, with any labor organization or employee association applicable association, (c) no grievance or arbitration Proceedings arising out of any arrangements, formal or informal, to which the Company is a party relating to employment policies, (d) no unfair labor practice charges or complaints against the Company pending or threatened, before the National Labor Relations Board or any similar Governmental Body, (e) no charges with respect to or relating to the Company pending or threatened before the Equal Employment Opportunity Commission or any other Governmental Body responsible for the prevention of unlawful employment practices, (f) no representation of the employees of the TargetsCompany by any labor organization, (iv) and to the Knowledge of the Company and the Seller, there are no current union organizing activities among such employees nor, to the employees of a TargetCompany's and the Seller's Knowledge, any question concerning such representation concerning such employees, (vg) true no notices received by the Company of the intent of any Governmental Body responsible for the enforcement of any labor or employment laws to conduct an investigation with respect to or relating to the Company, nor, to the Company's and correct copies of all the Seller's Knowledge, is any such investigation in progress, (h) no written personnel policies, rules or procedures applicable to any employees of each Target the Company, except as set forth in employee handbooks, true, correct and complete copies of which have heretofore been delivered provided to the Purchaser, nor any representation regarding longevity of employment to any such employee, or (vii) each Target is, and has at all times been, in compliance in all material respects no instances of noncompliance by the Company with all any applicable Laws with respect to Legal Requirement respecting employment and or employment practices, terms and conditions of employment, wages, hours of workwork and, employment standardsto the Company's and the Seller's Knowledge, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are except where such noncompliance would not engaged individually or in any unfair labor practices as defined under applicable Lawthe aggregate have, including without limitation or could not reasonably be expected to have, a Material Adverse Effect. Since the National Labor Relations enactment of the WARN Act, (vii) there is no unfair labor practice charge the Company has not effectuated or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, experienced (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferPLANT CLOSING" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one (Protection 1) or more facilities or operating units within any site of Employmentemployment or facility used by the Company or (y) Regulations 1981 a "MASS LAYOFF" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer facility used by the Company, nor has the Company been a party affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetforeign law.
Appears in 1 contract
Labor Matters. (a) Except Neither the Company nor any of its Subsidiaries is a party to any collective bargaining, trade union or other labor union contract applicable to persons employed by the extent set forth in Schedule -------- 4.18(a)Company or any of its Subsidiaries, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or and to the Knowledge of Sellerthe Company, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any employee of the Company or any of its Subsidiaries; (b) there are no controversies, strikes, slowdowns or work stoppages pending or threatened between the Company or any of its Subsidiaries and any of their respective employees, and neither the Company nor any of its Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the past five years; (c) neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply in any respect with the provisions of any collective bargaining, trade union or other labor union contract, and there are no grievances outstanding or threatened against the Company or affecting any Target, of its Subsidiaries under any such agreement or contract; (iid) there are no unfair labor practice complaints pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Entity or any current union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to representation questions involving employees of the Targets, Company or any of its Subsidiaries; (ive) to the Knowledge of Sellerthe Company, there the Company and each of its Subsidiaries are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, currently in compliance in all material respects with all applicable Laws with respect relating to the employment and employment practicesof labor, terms and conditions of employment, including those related to wages, hours hours, collective bargaining and the payment and withholding of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, Taxes; (viif) there is no unfair labor practice charge of discrimination in employment or complaint against employment practices, for any Target reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending oror threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any Person; (g) to the Knowledge of Sellerthe Company, threatened before the Company has not misclassified any person as an independent contractor, temporary employee, leased employee, volunteer or any Government Authorityother servant or agent compensated other than through reportable wages as an employee of the Company or its Subsidiaries (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Company Plan and the Company does not employ or engage any volunteer workers, including without limitation paid or unpaid interns or any other unpaid workers; and (h) the National Labor Relations Boardconsent of, (viii) there consultation of or the rendering of formal advice by any labor or trade union or any other employee representative body is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible not required for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice Company to enter into this Agreement or to consummate any of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum transactions contemplated by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EF Johnson Technologies, Inc.)
Labor Matters. Except as set forth in Section 3.20 of the Disclosure Schedule, (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there Seller is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is not a party to or is bound by any collective bargaining agreement or similar agreement with any other labor organization, or work rules or practices agreed to with any labor organization or employee association union contract applicable to employees of persons employed by the TargetsSeller in connection with the Business, (iv) to the Knowledge of Sellerand currently, there are no current union organizing organizational campaigns, petitions or other unionization activities among the employees seeking recognition of a Target, collective bargaining unit which could affect the Business; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is are no unfair labor practice charge strikes, slowdowns or complaint against any Target work stoppages pending or, to the Knowledge of the Seller, threatened between the Seller and any of its employees employed in connection with the Business, and the Seller has not experienced any such strike, slowdown or work stoppage within the past three years; (c) there are no unfair labor practice complaints pending against the Seller before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Seller; (d) the Seller is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Seller in connection with the Business and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (e) the Seller has paid in full to all of its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (f) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge of the Seller, threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Seller in connection with the Business; (g) the Seller is not a party to, or otherwise bound by, any Government Authorityconsent decree with, including without limitation the National Labor Relations Boardor citation by, any Governmental Authority relating to employees or employment practices; (viiih) there is no grievance arising out of any collective bargaining agreement charge or other grievance procedure, (ix) no charges proceeding with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent a violation of any Governmental Authority responsible for the enforcement of labor occupational safety or employment Laws to conduct an investigation with respect to health standard that has been asserted or relating to the Target and no such investigation is in progressnow pending or, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller the Seller, threatened with respect to the Seller; (i) there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted 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 forum by jurisdiction in which the Seller has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct Person in connection with the employment relationship, Business and (xiij) the Seller is in compliance with respect to UK Target there is not a material number the requirements of persons employed the Workers Adjustment and Retraining Notification Act and any similar state or local Law (or previously employed"WARN") by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made no liability pursuant to section 188 of WARN; and (k) the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth Seller is in Schedule 4.18(a), there are no severance agreements compliance with any employees of a ---------------- Targetthe continuation coverage requirements under COBRA.
Appears in 1 contract
Labor Matters. (a) There are no collective bargaining agreements with any labor union to which CCS or any of its Subsidiaries is a party or by which CCS or any of its Subsidiaries is bound, and they are not currently negotiating with a labor union, except as set forth on Exhibit 3.26. Except to the extent as set forth in Schedule -------- 4.18(a)Exhibit 3.26, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of CCS or any Target, (iii) no Target is of its Subsidiaries have ever petitioned for a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there representation election. CCS and its Subsidiaries are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and healthexcept where the failure to be in compliance would not have a Material Adverse Effect, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there practice. There is no unfair labor practice charge or complaint against CCS or any Target of its Subsidiaries pending before the National Labor Relations Board. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of SellerCCS or any of its Subsidiaries, threatened before against or affecting CCS or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no of its Subsidiaries. No grievance which might have a Material Adverse Effect nor any such arbitration proceeding arising out of any or under collective bargaining agreement or other grievance procedureagreements is pending and, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in CCS or any forum by or on behalf of its Subsidiaries, no claim therefor exists. Neither CCS nor any of its Subsidiaries has experienced any employee strikes during the last three years. CCS will advise Ameris of any present such labor dispute, petition for representative election or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements negotiations with any employees of a ---------------- Targetlabor union which shall arise before the Closing Date.
Appears in 1 contract
Samples: Agreement for Statutory Merger (Childrens Comprehensive Services Inc)
Labor Matters. (a) Except 3.18.1. Neither the Company nor any of its Subsidiaries has experienced any strike, walkout, lockout, work stoppage, or similar labor dispute, and, to the extent set forth Company’s Knowledge, no such activities have been threatened, (b) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries is subject to any labor grievance or any unfair labor practice charge or complaint, and no such grievance, charge or complaint has been filed against the Company or any of its Subsidiaries, (c) to the Company’s Knowledge, no union organizing activities are underway or threatened with respect to Workers and no such activities have occurred, and (d) no collective bargaining agreements are in Schedule -------- 4.18(a)effect with respect to Workers or are currently being negotiated by the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization, or works council. As of the date of this Agreement, (i) there no such agreement is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Targetpresently being negotiated, (ii) no union claims to represent the employees of any Targetlabor union, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules works council has made a pending demand for recognition or practices agreed certification, and (iii) to the Company’s Knowledge, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Neither the Company nor any of its Subsidiaries has any material duty to bargain with any labor organization or employee association applicable works council. To the Company’s Knowledge, there is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending now, that has occurred in the past, or is now threatened that would reasonably be expected to employees interfere with the business activities of the TargetsCompany or any of its Subsidiaries. Except as set forth in Schedule 3.18.1, (iv) to the Knowledge of SellerCompany’s Knowledge, there are no current union organizing activities among the employees of a Target, (v) true Company and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isits Subsidiaries are, and has at all times have been, in compliance in all material respects with all applicable Laws with respect Legal Requirements governing the employment of labor, including Legal Requirements relating to employment practices, wages, compensation, benefits, the payment of social security and employment practicesother state and federal Taxes, hours, classification of employees and independent contractors, affirmative action, collective bargaining, discrimination, harassment, retaliation, civil rights, terms and conditions of employment, wagesimmigration, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, workers’ compensation, plant closings, and are not engaged in any unfair labor practices as defined under applicable Lawtermination of service (“Employment Practices”), including without limitation the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, ERISA, the Fair Labor Standards Act (29 U.S.C. 201, et seq.), the Americans with Disabilities Act, the Occupational Safety and Health Act, the Family Medical and Leave Act (29 U.S.C. 2601, et seq.), the National Labor Relations ActAct of 1935, The Worker Adjustment and Retraining Notification Act (vii29 U.S.C. § 2101), Executive Order 11246 and any other executive orders or regulations governing affirmative action, EEO and VETS-100 reporting obligations, and the Immigration Nationality Act (8 U.S.C. 1324a, et seq.) there and other applicable Legal Requirements of the jurisdictions in which the Company or any of its Subsidiaries is no unfair labor practice charge qualified or complaint against do business. To the Company’s Knowledge, all current employees of the Company and its Subsidiaries who work in the United States are, and all former employees of the Company or any Target pending orof its Subsidiaries who worked in the United States whose employment terminated, voluntarily or involuntarily, were, legally authorized to work in the United States. To the Company’s Knowledge, the Company has completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for the employees hired prior to the Knowledge of SellerClosing Date. To the Company’s Knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there Company is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges and has been in material compliance with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with both the employment relationship, verification provisions (xiiincluding the paperwork and documentation requirements) with respect to UK Target there is not a material number and the anti-discrimination provisions of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetIRCA.
Appears in 1 contract
Labor Matters. Except as set forth in Section 3.23 of the Disclosure Schedule, (a) Except neither the Seller nor any of its Affiliates is a party to any collective bargaining agreement or other labor union contract applicable to any Covered Employee, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any Covered Employee; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth Seller’s Knowledge, threatened between the Seller or any of its Affiliates and any Covered Employees, and neither the Seller nor any of its Affiliates has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) except for routine grievances which would not have a Material Adverse Effect, neither the Seller nor any of its Affiliates has within the past three years breached or otherwise failed to comply with the provisions of any collective bargaining or union contract applicable to any Covered Employee, and there are no grievances outstanding against the Seller or any of its Affiliates under any such agreement or contract which would have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Seller or any of its Affiliates before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any Covered Employee which would have a Material Adverse Effect; (e) with respect to all Covered Employees, the Seller and each of its Affiliates are currently in Schedule -------- 4.18(a)material compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Covered Employees and is not liable for any material arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Seller and each of its Affiliates has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any Covered Employee prior to the Closing; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted within the past three years or is now pending or threatened before any Governmental Authority with respect to any Covered Employee; (h) neither the Seller nor any of its Affiliates is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to any Covered Employee; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standard that has been asserted within the past three years or is now pending or threatened with respect to the Seller or any of its Affiliates relating to any Covered Employee; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, for any reason, involving any Covered Employee, including without limitation age, gender, race, religion or other legally protected category, which has been asserted within the past three years or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetAuthority.
Appears in 1 contract
Labor Matters. With respect to the SAP Business and the Persons employed in connection with the SAP Business, and except as set forth in Section 3.21 of the Disclosure Schedule or as would not have a Material Adverse Effect, (a) Except neither the Company, SAP Thai, or a Seller is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company, SAP Thai or a Seller and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could reasonably affect the SAP Business, (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to Parent's Knowledge, threatened between the Company, SAP Thai or a Seller and any of their respective employees, and neither the Company, SAP Thai nor a Seller has experienced any such controversy, strike, slowdown or work stoppage within the past three years, (c) neither the Company, SAP Thai nor any Seller has breached or otherwise failed to comply with the provisions of any applicable collective bargaining or union contract and there are no written grievances outstanding against the Company, SAP Thai or a Seller under any such agreement or contract, (d) neither the Company, SAP Thai nor a Seller has committed unfair labor practices nor has there been any unfair labor practice complaints pending against the Company, SAP Thai or a Seller before the National Labor Relations Board or any other Governmental Authority involving union representation or employees of the Company, SAP Thai or the Sellers, (e) the Company, SAP Thai and the Sellers are currently in compliance with all applicable Laws relating to the extent set forth employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company, SAP Thai and each Seller and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing, (f) the Company, SAP Thai and the Sellers have paid in Schedule -------- 4.18(a)full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, (g) there is no written claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to Parent's Knowledge, threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company, SAP Thai or a Seller, (h) neither the Company, SAP Thai nor a Seller is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, (i) there is no labor strike, dispute, slowdown, stoppage written charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety and healthor health standards that has been asserted or is now pending or, to Parent's Knowledge, threatened with respect to the Company, SAP Thai or any Seller, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice written charge of discrimination in employment or complaint against employment practices, as respects any Target legally protected category, for any reason, including, without limitation, age, gender, race or religion, which has been asserted or is now pending or, to the Knowledge of SellerParent's Knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company, SAP Thai or on behalf of any present Sellers have employed or former employee of a Target, currently employ any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Amcol International Corp)
Labor Matters. (a) Except to Neither the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge Company nor any of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target its Subsidiaries is a party to or is bound by any collective bargaining or similar agreement with any labor organizationunion, confederation or work rules association and there are no discussions, negotiations, demands or practices agreed to proposals that are pending or have been conducted or made with or by any labor organization union, confederation or employee association applicable to employees of association. Except as disclosed in the Targets, (iv) Company SEC Reports filed prior to the Knowledge date of Sellerthis Agreement or in the Disclosure Memorandum with specific reference to this Section, there are no current union organizing activities among material controversies pending or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any representatives of its employees and, to the knowledge of the Company, there are no material organizational efforts presently being made involving Subsidiaries. Since January 1, 1991, there has been no work stoppage, strike or other concerted action by employees of a Targetthe Company or any of its Subsidiaries. During that period, (v) true the Company and correct copies of all personnel policies, rules or procedures applicable to employees of each Target its Subsidiaries have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance complied in all material respects with all applicable Laws with respect laws relating to the employment and employment practicesof labor, terms and conditions of employmentincluding, without limitation those relating to wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000bargaining. Except as set forth in Schedule 4.18(a)the Disclosure Memorandum with specific reference to this Section, there are is no severance agreements with present or former employee, manager or director of the Company or any employees of a ---------------- Targetits Subsidiaries who 16 has made any claim since January 1, 1998 against the Company or any of its Subsidiaries (whether under law, any employment agreement or otherwise) on account of or for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, sick leave, time off or pay in lieu of vacation, sick leave or time off, other than vacation, sick leave or time off (or pay in lieu thereof) earned in the twelve-month period immediately preceding the date of this Agreement; or (iv) termination of employment, and to the Company's knowledge, there is no basis for any such claim.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Richey Electronics Inc)
Labor Matters. Except as disclosed in Schedule 3.17, with respect to the Station Business (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or affecting, or, to the Knowledge of Seller’s Knowledge, threatened against Seller, and during the last three (3) years there has not been any such action and, to Seller’s Knowledge, there are no existing or affecting any Targetprior facts, circumstances or conditions that could reasonably be expected to lead to such an action; (iib) there are no union claims to represent the Employees nor have there been any claims to represent Employees or former employees of any Target, Seller within the last three (iii3) years; (c) there is no Target is a party to written or is bound by any collective bargaining or similar agreement oral Contract with any labor organization, or nor work rules or practices agreed to with any labor organization or employee association association, applicable to the Employees, nor is Seller a party to or bound by any collective bargaining or similar Contract; (d) there is, and within the last three (3) years has been, no representation of the Employees or former employees of the TargetsSeller by any labor organization and, (iv) to the Knowledge of Seller’s Knowledge, there are no current union organizing activities among the employees of a TargetEmployees, nor does any question concerning representation exist concerning such Employees; (ve) true Seller has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Laws, and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target Seller is, and has at all times for the past three (3) years been, in compliance in all material respects with all applicable Laws with in respect to of employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance work and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, ; (viif) there is no unfair labor practice charge or complaint against any Target Seller pending or, to the Knowledge of Seller’s Knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any other Governmental Authority and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (viiig) there is no grievance pending or, to Seller’s Knowledge, threatened against Seller arising out of any collective bargaining agreement or other grievance procedureprocedure and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (ixh) there are no charges with respect to or relating to Seller pending or, to Seller’s Knowledge, threatened before the Equal Employment Opportunity Commission or any Target are pending before any other Governmental Authority responsible for the prevention of unlawful employment practicespractices and, including without limitation before to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the Equal Opportunity Commission, basis therefor; (xi) no Target Seller has not received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to Seller in respect of the Target Station Business and no such investigation is in progress, ; and (xij) there are no complaints, lawsuits or other proceeding proceedings are pending or or, to the Knowledge of Seller Seller’s Knowledge, threatened in any forum by or on behalf of any present Employee or former employee of a TargetSeller, any applicant for employment or classes of the foregoing, foregoing alleging breach of any express or implied contract or Contract for employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious tortuous conduct in connection with the any employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Samples: Asset Purchase Agreement (Barrington Broadcasting Group LLC)
Labor Matters. (a) Except The crew of each Vessel is engaged pursuant to the extent set forth in Schedule -------- 4.18(a)a collective bargaining agreement or other labor union contract. There are no strikes, (i) there is no labor strikeslowdowns, disputework stoppages or material controversies pending or, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of SellerSeller or any Vessel Owning Subsidiaries, threatened against or affecting any Target, (ii) no union claims to represent by the employees crew of any TargetVessel, (iii) and no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees Vessel of a TargetVessel Owning Subsidiary has experienced any strike, (v) true and correct copies of all personnel policiesslowdown, rules work stoppage or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and controversy within the past 12 months. There are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint complaints (excluding immaterial grievances) pending against any Target pending Vessel Owning Subsidiary before any Governmental Entity or, to the Knowledge of Seller, threatened before any current union representation questions involving any Vessel Owning Subsidiary or crew of any Government AuthorityVessel. Each Vessel Owning Subsidiary is currently in compliance with all applicable employment and labor Laws, including without limitation the National Labor Relations Boardthose related to wages, (viii) there is no grievance arising out of any hours and collective bargaining agreement as required by the appropriate Governmental Entity and is not liable for any arrears of wages, penalties or other grievance procedure, (ix) no charges sums for failure to comply with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent foregoing, except in each case where any failures to comply would not and would not reasonably be expected to cause, individually or in the aggregate, a Seller Material Adverse Effect. Each Vessel Owning Subsidiary has paid in full to all crew members of any Governmental Authority responsible for the enforcement of labor its Vessel or employment Laws to conduct an investigation with respect to or relating adequately accrued to the Target extent required by GAAP all wages, salaries, commissions, bonuses, benefits and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or compensation due to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee such crew members. To the Knowledge of a TargetSeller, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) there is no claim with respect to UK Target payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Entity with respect to crew member of any Vessel. To the Knowledge of Seller, no Vessel Owning Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to any crew member of any Vessel. To the Knowledge of Seller, there is not no charge or proceeding with respect to a material number violation of persons employed (any occupational safety or previously employed) by a Target who are on secondmenthealth standards that has been asserted or is now pending or threatened with respect to any Vessel Owning Subsidiary or Vessel. To the Knowledge of Seller, maternity leavethere is no charge of discrimination in employment or employment practices, absent on grounds of disability for any reason, including, without limitation, age, gender, race, religion or other leave of absent and havelegally protected category, which has been asserted or may have, a statutory is now pending or contractual right to return to work, (xiii) UK Target threatened against any Vessel Owning Subsidiary before any Governmental Entity in any jurisdiction in which any Vessel has not within the period of two years preceding the date of this Agreement been a party to employed or currently employs any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Securities Purchase Agreement (Navios Maritime Acquisition CORP)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)on the HomeLoan Disclosure Schedule, (i) there is no labor strikeHomeLoan does not have any obligations, disputecontingent or otherwise, slowdown, stoppage under any employment or ------- lockout actually pendingconsulting agreement, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining agreement or similar agreement other contract with any a labor organization, union or work rules or practices agreed to with any other labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Sellergroup. To HomeLoan's knowledge, there are no current efforts presently being made or threatened by or on behalf of any labor union organizing activities among with respect to the employees of HomeLoan and HomeLoan is not or ever has been party to any collective bargaining agreement or other arrangements with a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, labor union concerning its employees. HomeLoan is in compliance in all material respects with all federal, state or other applicable Laws with respect to laws, domestic or foreign, regarding employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance wages and occupational safety and healthhours, and are has not and is not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no practice. No unfair labor practice charge or complaint against any Target HomeLoan is pending or, to the Knowledge of Seller, or threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there . There is no labor strike, dispute, slowdown or stoppage pending or threatened against or involving HomeLoan. No representation question exists respecting the employees of HomeLoan. No employment-related grievance or internal or informal complaint or liability with respect to the termination of any employee, consultant or agent exists. No arbitration proceeding arising out of or under any collective bargaining agreement or other grievance procedureis pending and no claim therefor has been asserted. No collective bargaining agreement is currently being negotiated by HomeLoan, (ix) no charges and HomeLoan has not experienced any material labor difficulty. There is neither pending nor threatened Proceedings with respect to any contract, agreement, covenant or relating obligation referred to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000above. Except as set forth on the HomeLoan Disclosure Schedule, HomeLoan is not delinquent in Schedule 4.18(a)payments to any of its officers, there directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents. In the event of termination of the employment of any of said officers, directors, employees or agents for any reason Loraca will not, pursuant to any agreement or by reason of anything done prior to the Closing Date by HomeLoan, be liable to any of said officers, directors, employees or agents for so-called "severance pay," any payments due any employee under any executive security, change in control or similar agreement or any other benefits or similar payments, including without limitation, pension, post-employment health care or life or other insurance benefits, except as provided in the employment agreements set forth in the HomeLoan Disclosure Schedules. All officers, directors, employees and consultants of HomeLoan are no severance agreements employed at will except for Xxxxxxx X. Loughborough, Xxxxx Xxxx, and Xxxxxx Xxxxxxx, who have Employment Agreements with HomeLoan. To the best of HomeLoan's knowledge, neither HomeLoan, nor any employees affiliate of HomeLoan, nor any current director, officer, or other person employed by or acting as agent or representative for HomeLoan related to the mortgage loan origination business of HomeLoan ("Origination Business") is ineligible for employment in the Origination Business as a ---------------- Targetresult of being barred from participation as a result of action by any federal, state or local regulatory authority. The consummation of the transactions contemplated by this Agreement will not result in any payments that are not deductible for federal income tax purposes by reason of Section 280G or 162(m) of the Code or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Loraca International Inc)
Labor Matters. (a) Except for the failure to deliver, if and to the extent set forth in Schedule -------- 4.18(arequired under the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or written notice to employees employed at the Cleveland Facility with respect to the Knowledge termination of Sellertheir employment with GSSI on the Closing Date, threatened against or affecting any Target, (ii) no union claims each of the Sellers has complied and is in compliance with all Regulations and Authorizations relating to represent the employees employment of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the TargetsBusiness, including, without limitation, all Regulations and Authorizations relating to equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, collective bargaining, the payment of social security and similar taxes, occupational safety and health and plant closing (iv) including, without limitation, the WARN Act), excluding such minor failures to comply which, in the Knowledge of Selleraggregate, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isnot had, and would not have, a Material Adverse Effect. None of the Sellers has at all times beenany liability for the payment of any compensation, in compliance in all material respects wages, Taxes, fines, penalties or other amounts, however designated, for failure to comply with all applicable Laws any of the foregoing Regulations and Authorizations with respect to employment and employment practices, terms and conditions of employment, wages, hours any employees or consultants of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there Business. There is no unfair labor practice charge or complaint pending against any Target pending orof the Sellers, or to the Knowledge knowledge of SellerSellers, threatened threatened, before or any Government Authority, including without limitation the National Labor Relations Board, . During the thirty-six (viii36) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years calendar months immediately preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 hereof, none of the Trade Union and Labour Relations (Consolidation) Xxx 0000Sellers has suffered any strike, picketing or work stoppage or, to the knowledge of the Sellers, any slowdown, by any union or other group of employees affecting the Business and, to the knowledge of Sellers, no such strike, slowdown, picketing or work stoppage is threatened against the Business. Except as set forth in Schedule 4.18(a)on SCHEDULE 3.1.20, there are the Business is not a party to any collective bargaining agreement; no severance agreements with collective bargaining agreement determines the terms and conditions of employment of any employee of the Business; no collective bargaining agent has been certified as a representative of any of the employees of any Seller; and no representation campaign or election is now in progress or, to the knowledge of Sellers, threatened with respect to any of the employees of the Business. SCHEDULE 3.1.20 contains the names and titles of and, to the extent applicable, current annual base salaries for all employees of the Business. To the knowledge of Sellers, no employee of the Business is a ---------------- Targetparty to, or is otherwise bound by, any Contract, including any confidentiality, non-competition or proprietary rights Contract, between such employee and any other Person or entity that in any way adversely affects the performance of such employee’s duties as an employee of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there No Acquired Company is a party to any labor agreement or collective bargaining agreement respecting the Employees; (ii) no labor strike, disputework stoppage, slowdown, stoppage or ------- lockout actually other material labor dispute involving the Business is underway or, to Seller’s Knowledge, threatened; (iii) to the Seller’s Knowledge, in the prior three (3) year period, no labor organization or group of employees of the Business has filed any representation petition or made any written demand for recognition; (iv) there are no pending, or to the Knowledge of Seller’s Knowledge, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound citations filed by any collective bargaining or similar agreement with any labor organizationGovernmental Authority, or work rules or practices agreed to with any labor organization or employee association applicable to employees of including the TargetsOccupational Safety and Health Administration, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or an Acquired Company relating to any Target employees who are or were employed in the Business, except for pending before any Governmental Authority responsible for or threatened citations which, individually or in the prevention of unlawful employment practicesaggregate, including without limitation before the Equal Opportunity Commission, would not have a Material Adverse Effect; (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xiv) there are no complaintspending, lawsuits or other proceeding pending or to the Seller’s Knowledge threatened, investigations or audits (other than Tax audits which are the subject of Seller threatened in Section 3.15) by any forum by or on behalf Government Authority of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) an Acquired Company with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target employees who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined were employed in the Transfer Business, including investigations regarding Fair Labor Standards Act compliance and audits by the Office of Undertakings Federal Contractor Compliance Programs; (Protection of Employmentvi) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with pending material claims or complaints, or to the Seller’s Knowledge, threatened material claims or complaints made against an Acquired Company by either a Governmental Authority or an employees who is or was employed in the Business, including any material claims relating to sexual harassment, discrimination or retaliation; and (vii) all current and former employees of any Acquired Company have been, or will have been on or before the Closing Date, paid in full (or accruals will have been made in accordance with GAAP consistently applied that are adequate in all material respects) for all wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and any other compensation for all services performed by them and accrued up to the Closing Date, payable in accordance with the obligations of the Acquired Company under any Law, employment or labor practice and policy, or individual agreement to which the Acquired Company is a ---------------- Targetparty, or by which the Acquired Company is bound.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Houston Wire & Cable CO)
Labor Matters. With respect to any employees of the Component Business: (a) Except neither the Seller nor the Company is a party to any collective bargaining agreement or other labor union contract, and, to the extent set forth Seller's knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Component Business; (b) there are no strikes, slowdowns or work stoppages pending or, to the knowledge of the Seller, threatened between the Seller or the Company and any employees of the Component Business, and the Seller has not experienced any such strike, slowdown or work stoppage within the past three years; (c) neither the Seller nor the Company has been notified of any unfair labor practice complaints pending against the Seller before any other Governmental Authority or any current union representation questions involving employees of the Component Business; (d) the Seller and the Company are currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Seller and the Company and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing other than for wages and taxes not yet due and payable; (e) the Seller has paid in full to all employees of the Component Business or adequately accrued for in accordance with US GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (f) there is no claim with respect to payment of wages, salary or overtime pay that is now pending or, to the Seller's knowledge, threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Component Business; (g) neither the Seller nor the Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (h) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the Seller's knowledge, threatened with respect to the Seller relating to the Component Business; and (i) there is no labor strike, dispute, slowdown, stoppage charge of discrimination in employment or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employmentfor any reason, wagesincluding, hours of workwithout limitation, employment standardsage, human rightsgender, labor relationsrace, pay equityreligion or other legally protected category, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there which has been asserted or is no unfair labor practice charge or complaint against any Target now pending or, to the Knowledge of Seller's knowledge, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened governmental authority in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of jurisdiction in which the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment Seller or the termination thereof Company has employed or other discriminatory, wrongful or tortious conduct currently employs any person in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetComponent Business.
Appears in 1 contract
Labor Matters. Except as set forth in Section 3.22 of the Disclosure Schedule, (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there Seller is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is not a party to or is bound by any collective bargaining agreement or similar agreement with any other labor organization, or work rules or practices agreed to with any labor organization or employee association union contract applicable to employees of persons employed by Seller which could affect the TargetsBusiness, (iv) to the Knowledge of Seller, and currently there are no current union organizing organizational campaigns, petitions or other unionization activities among the employees seeking recognition of a Target, collective bargaining unit which could affect the Business; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is are no unfair labor practice charge controversies, strikes, slowdowns or complaint against any Target work stoppages pending or, to the Knowledge of Seller, threatened between Seller and any of its employees which could affect the Business, and Seller has not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) Seller has not breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no grievances outstanding against Seller under any such agreement or contract that could have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against Seller before or any Government Authority, including without limitation the National Labor Relations Board, Board or any other Governmental Authority or any current union representation questions involving employees of Seller that could have a Material Adverse Effect; (viiie) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges claim with respect to payment of wages, salary or relating to any Target are overtime pay that has been asserted or is now pending or threatened before any Governmental Authority responsible for the prevention with respect to any Transferred Employee; (f) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Transferred Employees or employment practices; (g) there is no charge or proceeding with respect to a violation of unlawful any occupational safety or health standards that has been asserted or is now pending or threatened with respect to Seller; and (h) there is no charge of discrimination in employment or employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which Seller has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), the Disclosure Schedule: (i) Corporation and Business are and have been in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against the Corporation or Business pending or, to Corporation's or Business's knowledge, threatened before the National Labor Relations Board or any other comparable Authority; (iii) there is no labor strike, dispute, slowdownslowdown or stoppage actually pending or, stoppage to Corporation's or ------- lockout actually pending, or to the Knowledge of SellerBusiness's knowledge, threatened against or directly affecting any Target, Corporation or Business; (iiiv) no union claims to represent labor representation question exists respecting the employees of Corporation or Business, and there is not pending or, to Corporation's or Business's knowledge, threatened any Target, (iii) no Target is activity intended or likely to result in a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to representation vote respecting the employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, Corporation or Business; (v) true no grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and correct copies of all personnel policiesno claims therefor exist or, rules to Corporation's or procedures applicable to employees of each Target Business's knowledge, have heretofore been delivered to Purchaser, threatened; (vi) each Target is, no collective bargaining agreement is binding and has at all times been, in compliance force against Corporation or Business or is currently being negotiated by Corporation or Business; (vii) Corporation and Business have not experienced any significant work stoppage or other significant labor difficult; (viii) Corporation and Business are not delinquent in all material respects with all applicable Laws with respect payments to employment and employment practices, terms and conditions of employment, any persons for any wages, hours of worksalaries, employment standardscommissions, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in bonuses or other direct or indirect compensation for any unfair labor practices as defined under applicable Lawservices performed by them or amounts required to be reimbursed to such persons, including without limitation the National Labor Relations Actany amounts due under any Pension Plan, (vii) there is no unfair labor practice charge Welfare Plan or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, Compensation Plan; (ix) no charges with respect upon termination of the employment of any person, neither Corporation, Business, Seller, Purchaser or any subsidiary of Purchaser will, by reason of anything done at or prior to or relating as of the Closing Date, be liable to any Target are pending before of such persons for so-called "severance pay" or any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, other payments; and (x) no Target has received notice of within the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating twelve (12) month period prior to the Target and no such investigation is in progress, (xi) date hereof there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period been any expression of two years preceding the date of this Agreement been a party intention to Corporation, Seller or Business by any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) officer or agreement for a relevant transfer nor been a party key employee to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetterminate such employment.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a)Section 3.21 of the Disclosure Schedule, there (a) the Acquired Entities are no severance agreements currently, and have at all times since their formation been, in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Acquired Entities and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (b) the Acquired Entities have paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (c) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by any Acquired Entity; (d) there is no charge or proceeding with respect to a ---------------- Target.violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to any Acquired Entity; (e) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which any Acquired Entity has employed or currently employs any Person; and (f) to the best knowledge of the Stockholders and the Acquired Entities no basis exists for asserting any claims pursuant to subsections (a) - (e) above..
Appears in 1 contract
Samples: Stock Acquisition Agreement (Nu Skin Asia Pacific Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)the Confidential Memorandum, (i) during the past five years there is has been no labor strike, disputework stoppage, slowdown, stoppage slowdown or ------- lockout actually pendingother labor dispute or grievance involving Holdings or any of its Subsidiaries, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Targetof such Persons, (iii) no Target is which has had or could reasonably be expected to have a party to or is bound by any collective bargaining or similar agreement with any labor organizationMaterial Adverse Effect, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) nor to the Knowledge knowledge of SellerHoldings or the Borrower after due inquiry is any such action, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules dispute or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding currently pending or to the Knowledge of Seller threatened in any forum by against Holdings or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000its Subsidiaries. Except as set forth in the Confidential Memorandum or on Schedule 4.18(a)4.16, none of Holdings or any of its Subsidiaries is a party to any collective bargaining agreement and none of them has any knowledge after due inquiry of any pending or threatened effort to organize any employees of Holdings or any of its Subsidiaries. Except as set forth in the Confidential Memorandum, there are currently no severance agreements with pending retaliatory or wrongful discharge claims or federal, state or local employment discrimination charges or complaints or administrative or judicial complaints arising therefrom pending against Holdings or any of its Subsidiaries, or any employees of any of such Persons, which has had or could reasonably be expected to have a ---------------- TargetMaterial Adverse Effect, nor to the knowledge of the Borrower or Holdings after due inquiry are any such charges or complaints threatened against Holdings or any of its Subsidiaries. The Borrower and its Subsidiaries are in compliance with all applicable federal, state and local statutes, laws, rules, ordinances, regulations, codes, licenses and orders relating to the employment of labor, including, without limitation, any provisions thereof relating to wages, bonuses, collective bargaining agreements, equal pay, occupational safety and health, equal employment opportunity and wrongful or retaliatory termination of employment, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except Seller has previously delivered or caused CHP to ------------- deliver to Buyer true, correct and complete copies of all collective bargaining agreements to which Seller or CHP is a party or is subject and which relate to the Purchased Assets. With respect to the ownership or operation of the Purchased Assets, except to the extent set forth in Schedule -------- 4.18(a), 4.14 (iwhich matters as they relate to Seller (but not CHP) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to shall remain the Knowledge sole responsibility of Seller, threatened against or affecting any Target, ): (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (via) each Target is, of Seller and has at all times been, CHP is in compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours including, wageswith respect to CHP only, hours of workthose laws pertaining to withholding requirements for income and other taxes, employment standards, human rights, labor relationsinsurance, pay equity, employment equityhealth insurance, workers' compensation, workplace safety workers compensation and insurance and occupational safety and health, and are statutory pension plans; (b) Seller has not engaged in received notice of any unfair labor practices as defined under applicable Law, including without limitation practice complaint pending before the National Labor Relations Act, Board or the Ontario Labor Relations Board; (viic) there is are no unfair labor practice charge controversies, labor strikes, picketing, lock-outs, boycotts, slowdown, or complaint against any Target stoppage or applications for declaration of successor employer or charges or similar disputes or labor- related proceedings actually pending or, or to the Knowledge of Seller's Knowledge, threatened before by any authorized representative of any union or other representative of employees against or affecting Seller or CHP; (d) Seller has not received notice that any Government Authority, including without limitation representation petition respecting the employees of Seller has been filed with the National Labor Relations Board and CHP has not received any suit or notice that any similar filing has been made with the Ontario Labor Relations Board, ; (viiie) there is no arbitration or grievance proceeding arising out of any or under collective bargaining agreement agreements is pending against Seller or other grievance procedureCUP; (f) neither Seller nor CUP has experienced any primary work stoppage since at least December 31, 1997; (ixg) no charges Seller has not received any demand letters, civil rights charges, suits or drafts of suits with respect to claims made by or relating to obligations to, any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, employee or potential employee; (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xih) there are no complaintsthreatened or pending claims, charges, actions, or lawsuits alleging claims against Seller or other proceeding pending CHP brought by any employee or to the Knowledge of Seller threatened potential employee relating in any forum by or on behalf of any present or former employee of a Target, any applicant for way to their employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employedprospective employment); and (i) by a Target all individuals who are on secondment, maternity leave, absent on grounds of disability performing services and are or other leave of absent were classified by Seller or CHP as "independent contractors" at the Closing Date qualify for such classification; and have, or may have, a statutory or contractual right to return to work, (xiii6) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any current or threatened penalty assessments affecting CHP or the employees of a ---------------- TargetCHP relating to worker compensation benefits and all current assessments relating thereto that are due have been paid to date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Opta Food Ingredients Inc /De)
Labor Matters. Except as disclosed in the Filed Company SEC Reports, (a) Except to none of the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is Acquired Corporations has been a party to or subject to, or is bound by currently negotiating in connection with entering into, any collective bargaining agreement or similar other labor agreement with any union or labor organization, or work rules or practices agreed to with and there has not been any activity proceeding of any labor organization or employee association applicable group to organize any such employees; (b) none of the Acquired Corporations is the subject of any Legal Proceeding asserting that any of the Acquired Corporations has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Corporations pending or, to the Company’s Knowledge, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the Company’s Knowledge, threatened against any of the Acquired Corporations; (e) no grievance is pending or, to the Company’s Knowledge, threatened against any of the Acquired Corporations; and (f) none of the Acquired Corporations is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. No labor organization or group of employees of the TargetsAcquired Corporations has made a pending demand for recognition or certification, (iv) to the Knowledge of Seller, and there are no current union organizing activities among representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the employees National Labor Relations Board or any other labor relations tribunal or authority. Each of the Acquired Corporations has complied with the Worker Adjustment and Retraining Notification Act and any similar state Law, such as California Labor Code Section 1400, et seq. (collectively, the “WARN Act”) and during the 5 years preceding and including the Closing Date none of the Acquired Corporations has effectuated (i) a Target“plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the any of the Acquired Corporations; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) such other transaction, (v) true layoff, reduction in force or employment terminations sufficient in number to trigger application of the WARN Act. Each of the Acquired Corporations has been and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, is in material compliance in all material respects with all applicable Laws with respect to respecting employment and employment practices, terms and conditions of employment, wagesincluding, hours of workwithout limitation, employment standards, human rightswages and hours, labor relations, pay equityemployment discrimination, employment equitydisability rights or benefits, workers' compensationequal opportunity, workplace safety plant closure or mass layoff issues, affirmative action, leaves of absence, occupational health and insurance safety, workers compensation and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice unemployment insurance. None of the intent current or former independent contractors of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target Acquired Corporations was improperly classified as a non-employee and no such investigation current or former employees classified as “exempt” from overtime requirements were improperly classified as exempt. None of the Acquired Corporations engage any individual to perform services pursuant to an employee leasing or similar agreement with any outside agency. Except as set forth on Schedule 3.20 of the Company Disclosure Schedule, none of the employees of the Acquired Corporations is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to employed outside of the Knowledge of Seller threatened in any forum United States by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoingAcquired Corporations. Section 3.20 of the Company Disclosure Schedule lists each Employment Loss with annual compensation in excess of $100,000, alleging breach of any express or implied contract or employment, any Law governing employment or occurring during the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years 90 days preceding the date of this Agreement been a party (and will be updated by the Company to any "relevant transfer" (as defined in reflect such Employment Losses occurring during the Transfer 90 days preceding the Closing Date) and sets forth the name of Undertakings (Protection of Employment) Regulations 1981 (as amended)) each Person suffering such an Employment Loss and the location at which he or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetshe worked.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)on Section 5.20 of the Parent Schedule, as it relates to Parent and its Subsidiaries: (i) as of the date hereof, there is no labor strike, dispute, slowdown, stoppage collective bargaining agreement or ------- lockout actually pending, relationship covering employees of Parent or to the Knowledge any of Seller, threatened against or affecting any Target, its Subsidiaries; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of SellerParent, threatened before threatened, material labor or any Government Authorityemployment controversies or disputes, including without limitation the National Labor Relations Boardany Legal Proceeding alleging alleged unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unsafe workplace, unlawful wage or immigration practices, or unlawful tax withholding practices; (viiiiii) there is no grievance arising out strike, slowdown, work stoppage, lockout or other material labor dispute underway, or threatened, and no such labor dispute has occurred within the past three (3) years; (iv) Parent and its Subsidiaries are in compliance with all laws affecting labor and employment, except for instances of noncompliance that would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (v) with respect to the transactions contemplated by this Agreement, all bargaining obligations with any employee representative have been or prior to Closing will be satisfied; and (vi) within the past three (3) years, neither Parent nor any of its Subsidiaries has implemented any employee layoffs in violation of the WARN Act, and no such action will be implemented without advance notification to the Company. Neither Parent nor any of its Subsidiaries party thereto, nor, to the Knowledge of Parent, any other party thereto, is in breach of, or default under, any collective bargaining agreement or other grievance procedurerelationship covering employees of Parent or any of its Subsidiaries, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no event has occurred that with notice or lapse of time or both would constitute such investigation is in progressa breach or default thereunder by, (xi) there are no complaintsParent or any of its Subsidiaries, lawsuits or other proceeding pending or or, to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a TargetParent, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and haveparty thereto, or may have, a statutory or contractual would give rise to the right to return declare a default or exercise any remedy under, or to workaccelerate the maturity of, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party or to cancel, terminate or modify any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement such collective bargaining contract, except for a relevant transfer nor been a party to or been obliged such failures to be in full force and effect and such breaches, defaults or events that would not have a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetParent Material Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except Neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth best knowledge of the Sellers after due inquiry, threatened between the Company or any Subsidiary and any of their respective employees, and neither the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract; (d) there are no unfair labor practice complaints pending against the Company or any Subsidiary before any Governmental Authority or any current union representation questions involving employees of the Company or any Subsidiary; (e) the Company and each Subsidiary are currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with Accounting Standards all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of termination payments, leave entitlements, wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice charge of discrimination in employment or complaint against employment practices, for any Target pending or, to the Knowledge of Seller, threatened before or any Government Authorityreason, including without limitation the National Labor Relations Boardage, (viii) there is no grievance arising out of any collective bargaining agreement gender, race, religion or other grievance procedurelegally protected category, (ix) no charges with respect to which has been asserted or relating to any Target are is now pending or threatened before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company or on behalf of any present Subsidiary has employed or former employee of a Target, currently employs any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a)4.14, (ia) there is no unfair labor practice charge, complaint or decision against Seller pending before or issued by the National Labor Relations Board or any other federal agency, authority or tribunal; (b) there is no labor strike, dispute, slowdown, lockout or stoppage pending or, to Seller’s Knowledge, threatened against or ------- lockout actually pendingaffecting Seller and Seller has not experienced any such labor controversy within the last five years; (c) Seller is not a party to any collective bargaining agreement or contract with any labor union and, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent representation question has been raised by the employees of any Target, Seller; (iiid) no Target grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending; (e) no event has occurred, and Seller will not take any action prior to the Closing, which would require notification after the date hereof to employees under the Worker Adjustment and Retraining Act of 1988 and the regulations promulgated thereunder or which would require notification under any collective bargaining agreement or law; (f) there is no other controversy pending between Seller and any of its employees, including, without limitation, claims arising under any local, state or federal labor and employment laws; (g) Seller has no obligation to continue the employment of any employee or the funding of any employee benefits who or which is the subject or beneficiary of any collective bargaining agreement in the event of termination of any contract for the provision of goods or services in the geographic area related to such collective bargaining agreement; (h) except as set forth in the Contracts, Seller is not a party to any written employment or is bound by any collective bargaining consulting contract or similar agreement with any labor organization, Person nor are any such contracts or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, agreements presently being negotiated; (ivi) to the Knowledge of Seller, there are no current union organizing activities among the campaigns being conducted to solicit cards from any employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws election petitions pending with respect to Seller to authorize representation by any labor organization; (j) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees or employment practices; (k) Seller has complied with all provisions of applicable laws or regulations pertaining to the employment of employees and access to facilities, including without limitation, relating to labor relations, equal employment, fair employment practices, terms and conditions of employmententitlements, wages, hours of work, prohibited discrimination or other similar employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and healthpractices or acts, and are not engaged in any unfair labor practices (l) to Seller’s knowledge, other than the employees listed on Schedule 4.14, no key employee intends to terminate employment with Seller or is otherwise likely to become unavailable to continue as defined under applicable Lawa key employee, including without limitation nor does Seller have a present intention to terminate the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out employment of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. As of the Closing Date (a) Except no strikes or other material labor disputes against any Credit Party are pending or, to any Credit Party's knowledge, threatened; (b) hours worked by and payment made to employees of each Credit Party comply in all material respects with the extent Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such matters; (c) all material payments due from any Credit Party for employee health and welfare insurance have been paid or accrued as a liability on the books of such Credit Party; (d) except as set forth in Schedule -------- 4.18(aDISCLOSURE SCHEDULE (3.7), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Credit Party is a party to or is bound by any (i) collective bargaining agreement or (ii) management agreement, consulting agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement with any labor organizationindividual (1) where information regarding the compensation of such individual would be required to be disclosed pursuant to Item 402 of Regulation S-K, if such Credit Party were subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or work rules (2) where any agreement(s) between such individual and one or practices agreed to with any labor organization or employee association applicable to employees more of the TargetsCredit Parties individually, (iv) or in the aggregate, provide for guaranteed compensation to the Knowledge such Person equal to or in excess of Seller$200,000 per year, there are no current union organizing activities among the employees of a Target, (v) and true and correct complete copies of all personnel policies, rules or procedures applicable to employees of each Target any agreements described on DISCLOSURE SCHEDULE (3.7) have heretofore been delivered to Purchaser, Agent); (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viie) there is no unfair labor practice charge or complaint against organizing activity involving any Target Credit Party pending or, to the Knowledge of Sellerany Credit Party's knowledge, threatened before by any labor union or group of employees; (f) there are no representation proceedings pending or, to any Government AuthorityCredit Party's knowledge, including without limitation threatened with the National Labor Relations Board, (viii) there is and no grievance arising out labor organization or group of employees of any collective bargaining agreement or other grievance procedure, Credit Party has made a pending demand for recognition; and (ixg) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except except as set forth in Schedule 4.18(aDISCLOSURE SCHEDULE (3.7), there are no severance agreements material complaints or charges against any Credit Party pending or, to the knowledge of any Credit Party, threatened to be filed with any employees Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of a ---------------- Targetemployment by any Credit Party of any individual.
Appears in 1 contract
Samples: Credit Agreement (Radio Unica Corp)
Labor Matters. (a) Except The Company Representor is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the extent set forth in Schedule -------- 4.18(a)Company Representor, (i) and currently there is are no labor strikeorganizational campaigns, disputepetitions or other unionization activities seeking recognition of a collective bargaining unit which could materially affect the Company Representor. There are no controversies, slowdownstrikes, stoppage slowdowns, lock-outs or ------- lockout actually pendingwork stoppages pending or, or to the Knowledge of Sellerthe Company Representor, threatened against or affecting between the Company Representor and any Targetof the employees, (ii) no union claims to represent and the employees of Company Representor has not experienced any Targetsuch controversy, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organizationstrike, slowdown, lock-outs or work rules or practices agreed to with any labor organization or employee association applicable to employees of stoppage within the Targets, past three (iv3) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, years. The Company Representor is currently in compliance in all material respects with all applicable Laws with respect relating to the employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Lawlabor, including without limitation those related to wages, hours and collective bargaining, and is not liable for any arrears of wages, taxes, allowances, benefits, severance pay, penalties or other sums for failure to comply with any of the National Labor Relations Actforegoing. The Company Representor has paid in full to all current and former directors, (vii) there officers and employees or adequately accrued for in accordance with PRC GAAP all wages, salaries, commissions, bonuses, benefits allowances, severance pay and other compensation due to or on behalf of the current and former directors, officers and employees. The Company Representor is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. There are no unfair labor practice charge Actions that have been asserted or complaint against any Target is now pending or, to the Knowledge of Sellerthe Company Representor, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to the Company Representor for unfair labor practices, payment of withholding taxes, payment of wages, salary or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful severance, safety and health standards or discrimination in employment practices. The Company Representor has made all required contributions, including without limitation before the Equal Opportunity Commissionconcerning national pension, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target national medical insurance, worker’s compensation insurance, unemployment insurance and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetmandatory social security matters.
Appears in 1 contract
Samples: Share Purchase Agreement (Silicon Motion Technology CORP)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)Section 3.24 of the Disclosure Schedule, (i) there neither the Seller with respect to the Business, the Company nor any Subsidiary is no a party to any collective bargaining agreement or other labor strikeunion contract applicable to persons employed by the Seller in the Business or by the Company or any Subsidiary and, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of the Seller, threatened against the Company and any Subsidiary, currently there are no organizational campaigns, petitions or affecting other unionization activities seeking recognition of a collective bargaining unit which could affect the Seller, the Company or any Target, Subsidiary; (ii) there are no union claims controversies, strikes, slowdowns or work stoppages pending or, to represent the employees best knowledge of the Seller after due inquiry, threatened between the Seller with respect to the Business, the Company or any TargetSubsidiary and any of their respective employees, and neither the Seller with respect to the Business, the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (iii) no Target is a party neither the Seller with respect to the Business, the Company nor any Subsidiary has breached or is bound by otherwise failed to comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against the Seller with respect to the Business, the Company or any Subsidiary under any such agreement or contract that could have a Material Adverse Effect; (iv) there are no unfair labor practice complaints pending against the Seller with respect to the Business, the Company or any labor organization, Subsidiary before the National Labor Relations Board or work rules any other Governmental Authority or practices agreed to with any labor organization or employee association applicable to current union representation questions involving employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of Company or any Subsidiary that could have a Target, Material Adverse Effect; (v) true each of the Seller with respect to the Business, the Company and correct copies each Subsidiary is currently in material compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all personnel policies, rules or procedures applicable amounts required to be withheld from employees of each Target have heretofore been delivered the Seller or the Company or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to Purchaser, comply with any of the foregoing; (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws of the Seller with respect to employment the Business, the Company and employment practices, terms and conditions of employment, each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP consistently applied all wages, hours salaries, commissions, bonuses, benefits and other compensation due to or on behalf of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, such employees; (vii) there is no unfair labor practice material claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Seller with respect to the Business, the Company or any Subsidiary; (viii) neither the Seller with respect to the Business, the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (ix) there is no material charge or complaint against proceeding with respect to a violation of any Target occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of Sellerthe Seller and the Company, threatened before with respect to the Seller with respect to the Business, the Company or any Government Authority, including without limitation the National Labor Relations Board, Subsidiary; and (viiix) there is no grievance arising out charge of any collective bargaining agreement discrimination in employment or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation before the Equal Opportunity Commissionlimitation, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progressage, (xi) there are no complaintsgender, lawsuits race, religion or other proceeding legally protected category, which has been asserted or is now pending or or, to the Knowledge of the Seller and the Company, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of jurisdiction in which the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) Seller with respect to UK Target there is not a material number of persons the Business, the Company or any Subsidiary has employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to currently employs any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sylvan Learning Systems Inc)
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a)Since January 1, 2016: (i) there is no has not been any union representation or any labor strike, dispute, slowdownwork stoppage, stoppage or ------- lockout actually pendinglockout, or union organizational campaign pending or, to the Knowledge of Sellerthe Company, threatened threatened, against or affecting any Target, the Company; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore Company has been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect respecting labor and employment, including provisions thereof relating to fair employment practices (including discrimination, harassment, and employment practicesretaliation), terms and conditions of employment, wagesimmigration, hours of workworkers’ compensation, employment standardsoccupational safety and health requirements, human rightsemployee classification, plant closings, mass layoffs, wages and hours, withholdings and deductions, disability rights or benefits, equal opportunity, labor relations, pay equityconcerted activity, employment equity, workers' compensation, workplace safety employee leave issues and unemployment insurance and occupational safety related matters; and health, and (iii) there are not engaged in and have not been any unfair labor practices as defined under applicable Lawpending, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Sellerthe Company, threatened before threatened, charges or claims against the Company or any Government Authorityof its current or former officers, including directors, or employees, before any Governmental Entity (including, without limitation limitation, the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations BoardBoard or any other federal, (viii) there is no grievance arising out of any collective bargaining agreement state or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority local agency responsible for the prevention or evaluation of unlawful employment practices, including without limitation before ); (iv) the Equal Opportunity Commission, (x) no Target Company has not received written notice of an intent by any such Governmental Entity to investigate the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating Company and, to the Target and Knowledge of the Company, no such investigation is in progress, ; (xiv) there are no complaints, lawsuits or other proceeding pending or all individuals who have provided services to the Knowledge of Seller threatened in any forum Company have at all times been accurately classified by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) Company with respect to UK Target there such services as common law employees, leased employees, independent contractors or agents, have been properly classified as exempt or non-exempt employees; and have been properly compensated accordingly, as required by applicable Law; and (vi) the Company is in material compliance with and has not effectuated a material number “mass layoff,” “plant closing,” “relocation” or “termination,” nor incurred any liability or obligation under, the Worker Adjustment and Retraining Notification Act of persons employed (or previously employed) by a Target who are on secondment1988, maternity leave, absent on grounds of disability or other leave of absent and haveas amended, or may have, a statutory any state or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetlocal equivalent Law that remains unsatisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flushing Financial Corp)
Labor Matters. Except as set forth on Schedule 3.19 and except as may result from the permitted announcement of the execution of this Agreement: (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there Seller is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is not a party to any collective bargaining agreement or is bound other labor union contract applicable to persons employed by the Eastman Division and currently, to the Seller's Knowledge, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could reasonably be expected to have a Seller Material Adverse Effect; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the Seller's Knowledge, threatened between the Xxxxxxx Division and any of its respective employees, and the Xxxxxxx Division has not experienced any such controversy, strike, slowdown or work stoppage within the past twelve months; (c) the Xxxxxxx Division has not breached or otherwise failed to comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against the Xxxxxxx Division under any such agreement with or contract which could have a Seller Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Xxxxxxx Division before the National Labor Relations Board or any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to other Governmental Authority involving employees of the Targets, Xxxxxxx Division which could reasonably be expected to have a Seller Material Adverse Effect; and (ive) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isXxxxxxx Division is currently, and since December 17, 1999, has at all times been, been in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target employment of labor, including those related to wages, hours, collective bargaining and no the payment and withholding of taxes as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such investigation Governmental Authority all amounts required to be withheld from employees of the Xxxxxxx Division and is in progressnot liable for any material arrears of wages, (xi) there are no complaintstaxes, lawsuits penalties or other proceeding pending or sums for failure to the Knowledge of Seller threatened in comply with any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. (a) Except As of the date hereof, neither Voicestream nor any of its Subsidiaries is party to any collective bargaining agreements. As of the date hereof, there are no labor unions or other organizations representing or to Voicestream's Knowledge purporting to represent or making significant or sustained efforts to represent, a significant number of employees of Voicestream or its Subsidiaries. There is no pending, or, to the extent set forth in Schedule -------- 4.18(a)knowledge of Voicestream, (i) there is no threatened labor dispute, strike, dispute, slowdown, work stoppage or ------- lockout actually pendingother concerted labor activity against Voicestream or its Subsidiaries which would be reasonably likely to have a Material Adverse Effect on Voicestream. During the three (3) year period preceding the date hereof, or to the Knowledge of SellerVoicestream, threatened against there have been no significant or affecting any Target, (ii) no union claims sustained efforts to represent the employees of any Target, (iii) no Target is a party to or is bound organize activities conducted by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of work council or the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws like with respect to employment and employment practicesany employees of Voicestream or its Subsidiaries. Except for any violations, terms and conditions charges or complaints that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Voicestream, neither Voicestream nor any of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in its Subsidiaries has committed any unfair labor practices as defined under or violated in any material respect any applicable Lawemployment laws, including without limitation regulations, ordinances, rules, orders or decrees in connection with the National Labor Relations Act, (vii) operation of the respective businesses of Voicestream and its Subsidiaries and there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge knowledge of SellerVoicestream, threatened charge, complaint, investigation or proceeding against Voicestream or its Subsidiaries by or before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out the Department of any collective bargaining agreement or other grievance procedureLabor, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of Occupational Health and Safety Administration or any Governmental Authority responsible for the enforcement of labor comparable state or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum municipal agency by or on behalf of any present employee or former employee class of employees or by or before any governmental agency relating to a Target, any applicant for employment or classes of the foregoing, alleging breach purported violation of any express applicable employment laws, regulations, ordinances, rules, orders or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetdecrees.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Voicestream Wireless Corp /De)
Labor Matters. Except as set forth in Section 3.23 of the Disclosure Schedule, (a) Except no Selling Party is a party to any collective bargaining agreement or other labor union contract applicable to any Business Employee, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth best knowledge of the Seller, threatened between any Selling Party and any of the Business Employees, and no Selling Party has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) no Selling Party has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract covering Business Employees and there are no grievances outstanding against any Selling Party under any such agreement or contract; (d) there are no unfair labor practice complaints pending against any Selling Party before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Business Employees; (e) each Selling Party is currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) each Selling Party has paid in full to all Business Employees or adequately accrued for in accordance with U.S. GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by any Selling Party in the Business; (h) no Selling Party is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees of the Business or employment practices; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety and health, and are not engaged in or health standards that has been asserted or is now pending or threatened with respect to any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, Selling Party; (viij) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which any Selling Party has employed or currently employs any Person in the Business; (xk) no Target has received notice to the knowledge of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating Seller, each Selling Party has properly classified independent contractors to the Target Business for federal income tax purposes; and no such investigation is in progress, (xil) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes knowledge of the foregoingSeller, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.Business
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)the Disclosure Statement, (ia) there is no labor strike, dispute, slowdown, work stoppage or ------- lockout actually pendingpending or, or to the Knowledge knowledge of Sellerthe Contract Parties, threatened against or affecting Sensor, and during the past three years, there has not been any Targetsuch action; (b) to the Contract Parties' knowledge, (ii) there are no union claims or petitions to represent the employees of any Target, Sensor; (iiic) no Target Sensor is not a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Sensor; (d) none of the Targets, (iv) to employees of Sensor are represented by any labor organization and none of the Knowledge Contract Parties have any knowledge of Seller, there are no any current union organizing activities among the employees of a TargetSensor, nor to their knowledge does any question concerning representation exist concerning such employees; (ve) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target Sensor is, and has at all times been, in material compliance in all material respects with all applicable Laws with respect employment laws and practices, including, without limitation, any such laws relating to employment and employment practicesdiscrimination, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, health and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, practices; (viif) there is no unfair labor practice charge or complaint against any Target Sensor pending or, to the Knowledge best knowledge of Sellerthe Contract Parties, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any charges or complaints, or facts which could give rise to a charge or complaint, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (viiig) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedureprocedure pending relating to Sensor; (h) Sensor is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Closing or amounts required to be reimbursed to such employees; (ixi) except as disclosed in the Disclosure Statement, upon termination of the employment of any of the employees of Sensor after the Closing, Sensor will not be liable to any of its employees for severance pay; (j) the employment of each of Sensor's employees is terminable at will without cost to Sensor except for payments required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present employee or former employee of Sensor has any right to be rehired by Sensor prior to Sensor hiring a Target, any applicant for employment or classes person not previously employed by Sensor; and (l) the Disclosure Statement contains a true and complete list of all employees who are employed by Sensor as of the foregoingdate hereof, alleging breach and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000positions. Except as set forth disclosed on the Disclosure Statement, Sensor does not owe any past or present employee any sum in Schedule 4.18(a)excess of $5,000 individually or $20,000 in the aggregate other than for accrued wages or salaries for the current payroll period, there are and amounts payable under Plans, Welfare Plans or Employee Benefit Plans. Except as disclosed on the Disclosure Statement, no severance agreements with employee owes any sum to Sensor in excess of $5,000, and all employees together do not owe Sensor in excess of a ---------------- Target$20,000.
Appears in 1 contract
Samples: Asset Purchase Agreement (Total Control Products Inc)
Labor Matters. (a) Schedule 2.25 contains a correct and complete list of all employees of the Company and each of the Subsidiaries whose direct annual compensation exceeds $50,000. Except as disclosed on Schedule 2.25, the employment of all employees of the Company and each of the Subsidiaries is terminable at will by the Company and each of the Subsidiaries, respectively, without any penalty or severance obligation incurred by the Company or any of the Subsidiaries. Except as set forth on Schedule 2.25 and other than in the ordinary course of business consistent with past practices, neither the Company nor any of the Subsidiaries will owe any amounts to any of its employees as of the Closing Date, including, without limitation, any amounts incurred for wages, bonuses, vacation pay, sick leave or any severance obligations other than amounts owed with respect to the then current pay period. Except as and to the extent set forth in Schedule -------- 4.18(a)2.25, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to neither the Knowledge Company nor any of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Subsidiaries is a party to any union agreement or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to any employees of the TargetsCompany or any of the Subsidiaries and, to the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, no attempt to organize any of the employees of the Business has been made, proposed or threatened in the past three years, (ii) neither the Company nor any of the Subsidiaries is, or within the past three years has been, subject to any Equal Employment Opportunity Commission charges or other claims of employment discrimination made against it, (iii) no Wage and Hour Department investigations have been made in the past 3 years of the Company or any of the Subsidiaries, (iv) no labor strike, dispute, slowdown, stoppage or lockout is pending or, to the Knowledge of Sellerthe Company, any of the Subsidiaries or any of the Stockholders, threatened against or affecting the Company, any of the Subsidiaries, their respective assets or the Business and during the past five (5) years there are no current union organizing activities among the employees of a Targethas not been any such action, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against the Company or any Target of the Subsidiaries is pending or, to the Knowledge of Sellerthe Company, any of the Subsidiaries or any of the Stockholders, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any similar Governmental Authority, and (viiivi) there is no grievance arising out neither the Company nor any of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Subsidiaries has received any formal notice (other than as set forth in Section 6.07 hereof) that any of the intent of employees listed on Schedule 2.25 will terminate or contemplates terminating his or her employment currently or at any Governmental Authority responsible for time within sixty (60) days after the enforcement of labor Closing Date or employment Laws to conduct an investigation with respect to or relating will otherwise not be available to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits Company or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoingSubsidiaries. Since the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), alleging breach neither the Company nor any of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, Subsidiaries has effectuated (xiia) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the Subsidiaries; or (Protection of Employmentb) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union and Labour Relations (Consolidation) Xxx 0000Company or any of the Subsidiaries; nor has either the Company or any of the Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law. Except as set forth in Schedule 4.18(a)2.25, there are no severance agreements with none of the Company's or any of the Subsidiaries' employees of a ---------------- Targethas suffered an "employment loss" (as defined in the WARN Act) since six (6) months prior to the date hereof.
Appears in 1 contract
Labor Matters. (a) Except as set forth on Section 3.20 of the Company Schedule, as it relates to the extent set forth in Schedule -------- 4.18(a), Company and its Subsidiaries: (i) as of the date hereof, there is no labor strike, dispute, slowdown, stoppage collective bargaining agreement or ------- lockout actually pending, relationship covering employees of the Company or to the Knowledge any of Seller, threatened against or affecting any Target, its Subsidiaries; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Sellerthe Company, threatened before threatened, material labor or any Government Authorityemployment controversies or disputes, including without limitation the National Labor Relations Boardany Legal Proceeding alleging alleged unlawful harassment, employment discrimination, unfair labor practices, unpaid wages, unsafe workplace, unlawful wage or immigration practices, or unlawful tax withholding practices; (viiiiii) there is no grievance arising out strike, slowdown, work stoppage, lockout or other material labor dispute underway, or threatened, and no such labor dispute has occurred within the past three (3) years; (iv) the Company and its Subsidiaries are in compliance with all laws affecting labor and employment, except for instances of noncompliance that would not, individually or in the aggregate, result in a Company Material Adverse Effect; (v) with respect to the transactions contemplated by this Agreement, all bargaining obligations with any employee representative have been or prior to Closing will be satisfied; and (vi) within the past three (3) years, neither the Company nor any of its Subsidiaries has implemented any employee layoffs in violation of the Worker Adjustment and Retraining Notification Act of 1988 or any similar Applicable Laws (collectively, the “WARN Act”), and no such action will be implemented without advance notification to Parent. Except as set forth on Section 3.20 of the Company Schedule, neither the Company nor any of its Subsidiaries party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice relationship covering employees of the intent Company or any of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target its Subsidiaries, and no event has occurred that with notice or lapse of time or both would constitute such investigation is in progressa breach or default thereunder by, (xi) there are no complaintsthe Company or any of its Subsidiaries, lawsuits or other proceeding pending or or, to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Targetthe Company, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and haveparty thereto, or may have, a statutory or contractual would give rise to the right to return declare a default or exercise any remedy under, or to workaccelerate the maturity of, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party or to cancel, terminate or modify any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement such collective bargaining contract, except for a relevant transfer nor been a party to or been obliged such failures to be in full force and effect and such breaches, defaults or events that would not have a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetCompany Material Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), 2.16: (i) there is is, and during the three years prior to the Effective Date there has been, no labor strike, dispute, slowdown, work stoppage or ------- lockout actually pending, or, to the knowledge of Seller, threatened against Seller and related to the Business; (ii) to Seller's knowledge there is no union organizational campaign in progress with respect to the employees of Seller who work in the Business ("Employees") and no question concerning representation exists respecting such Employees; (iii) there are no pending or, to the knowledge of Seller, threatened unfair labor practice charges or complaints, arbitrations or union grievances against Seller and related to the Business; (iv) there are no pending, or to the Knowledge knowledge of Seller, threatened threatened, charges against Seller or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to current or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) former Employee relating to the Knowledge Business before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of Seller, unlawful employment practices; (v) there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all material written personnel policies, rules or procedures applicable to employees of each Target Employees (other than those with respect to which complete and correct copies have heretofore been delivered to Purchaser, Seller); (vi) each Target is, and Seller has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, no collective bargaining contract; (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Seller has not received notice of the intent of any Governmental Authority governmental entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to the Target Business and no such investigation is in progress, ; (xiviii) there are no complaints, lawsuits or other proceeding proceedings pending or or, to the Knowledge knowledge of Seller Seller, threatened in any forum by or on behalf of any present or former employee of a TargetEmployee, any applicant for employment in the Business or classes of the foregoing, alleging breach of any express or implied contract or of employment, any Law law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (ix) prior to the Effective Date, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target Seller has not within the period of two years preceding the date of this Agreement been effectuated (A) a party to any "relevant transferplant closing" (as defined in the Transfer Worker Adjustment Retraining Notification Act of Undertakings 1988 (Protection the "WARN Act")) affecting the site of Employmentemployment of the Business or one or more facilities or operating units within any site of employment or facility of the Business, or (B) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting the site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union and Labour Relations Business; (Consolidationx) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.Seller has not been
Appears in 1 contract
Labor Matters. (a) Except None of the Acquired Entities is and none of the Acquired Entities has been, bound by or a party to, any collective bargaining agreement or other Contract with a labor organization, works council or similar Entity representing any Acquired Entity Service Providers. None of the Acquired Entities has a duty to bargain with or recognize any labor union or labor organization or other Person purporting to act as the extent set forth exclusive bargaining representative of any Acquired Entity Service Provider of the Acquired Entities with respect to wages, hours or other terms and conditions or to engage in Schedule -------- 4.18(a)effects bargaining or other bargaining relating to or in connection with, (i) there is or to provide advance notice of, any prior or contemplated transactions. There are no labor strikeorganizations representing, disputepurporting to represent or, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Sellerthe Company, threatened against or affecting any Target, (ii) no union claims seeking to represent the employees of any Target, (iii) no Target is current Acquired Entity Service Providers. No Acquired Entity has received a party to or is bound request by any labor union or labor organization to negotiate or enter into any such collective bargaining agreement. There is no union, works council, employee representative or similar agreement with any other labor organization, which, pursuant to applicable Law, must be notified, consulted or work rules or practices agreed with which negotiations need to be conducted in connection with any labor organization or employee association applicable to employees the transactions contemplated by this Agreement. None of the TargetsAcquired Entities is engaged, (iv) to the Knowledge of Selleror, there are no current union organizing activities among the employees of a Targetsince January 1, (v) true and correct copies of all personnel policies2016, rules or procedures applicable to employees of each Target have heretofore has ever been delivered to Purchaserengaged, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is practice of any nature. There are no unfair labor practice charge or complaint against any Target complaints pending or, to the Knowledge of Sellerthe Company, threatened against any Acquired Entity before the U.S. National Labor Relations Board or any Government Authority, including without limitation similar body in the United States or any other country in which any current Acquired Entity Service Providers perform services. No petition has been filed with the National Labor Relations Board, (viii) there is no grievance arising out Board or any similar type of any agency requesting certification of a collective bargaining agreement representative and no other union organizing efforts are pending or other grievance procedurethreatened. None of the Acquired Entities has had any strike, (ix) no charges slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progresscurrent Acquired Entity Service Providers. No event has occurred, (xi) there are no complaintsand, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by the Company, no condition or on behalf circumstance exists, that would or would reasonably be expected to give rise to or provide a basis for the commencement of any present such strike, slowdown, work stoppage, lockout, job action, labor dispute or former employee of a Target, union organizing activity or any applicant for employment similar activity or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetdispute.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), Section 3.03(n) of the CCA Disclosure Schedule: (i) there neither CCA nor its Subsidiaries is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pendinga party to, or to the Knowledge of Sellerbound by, threatened against any collective bargaining agreement, contract or affecting any Target, other agreement or understanding with a labor union or labor organization; (ii) to the knowledge of CCA, no union claims to represent the employees of any Target, CCA and its Subsidiaries; (iii) no Target none of the employees of CCA or its Subsidiaries is a party to or is bound represented by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees and CCA has no knowledge of the Targets, (iv) to the Knowledge of Seller, there are no any current union organizing activities among the employees of a TargetCCA or its Subsidiaries, nor does any question concerning representation exist concerning such employees; neither CCA nor its Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage, lockout or other labor dispute involving CCA or its Subsidiaries pending or threatened; (v) true and correct copies no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity brought by or on behalf of all any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the knowledge of CCA, threatened against CCA or its Subsidiaries; (vi) to the knowledge of CCA, no grievance is threatened against CCA or its Subsidiaries; (vii) neither CCA nor its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (viii) there are no written personnel policies, rules or procedures applicable to employees of each Target CCA or its Subsidiaries, other than those set forth in Section 3.03(n) of the CCA Disclosure Schedule, true and correct copies of which have heretofore been delivered or made available to PurchaserPrison Realty, PMSI and JJFMSI; (viix) each Target isCCA and its Subsidiaries are, and has have at all times been, in material compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance work and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation in the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement Act or other grievance procedureapplicable law, (ix) no charges with respect to ordinance or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, regulation; (x) no Target has received notice since the enactment of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progressWARN Act, neither CCA nor its Subsidiaries has effectuated (xiA) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment 38 43 or one or more facilities or operating units within any site of employment or facility of any of CCA or its Subsidiaries; or (Protection of EmploymentB) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer facility of any of CCA or its Subsidiaries, in either case, other than in substantial compliance with the WARN Act; nor has CCA or its Subsidiaries been a party affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or been obliged to be a party to foreign law or regulation; and (xi) neither CCA nor any consultation in relation to of its Subsidiaries is aware that it has any collective redundancies made pursuant to section 188 of liability or potential liability under the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetMulti-Employer Pension Plan Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prison Realty Trust Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)Section 5.20 of the Parent Disclosure Schedule, (i) there Parent is no not a party to any collective bargaining agreement or other labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or union contract applicable to persons employed by Parent and to the best Knowledge of SellerParent, threatened against there are no organizational campaigns, petitions or affecting any Target, other unionization activities seeking recognition of a collective bargaining unit which could affect Parent; (ii) there are no union claims controversies, strikes, slowdowns or work stoppages pending or, to represent the employees best Knowledge of Parent, threatened between Parent and any Targetof its employees, (iii) no Target is a party Parent has not breached or otherwise failed to or is bound by comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against Parent under any such agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, contract which could have a Material Adverse Effect; (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Targetcomplaints, (v) true and correct copies of all personnel policiescharges, rules claims, actions, suits or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation proceedings pending or threatened against Parent before the National Labor Relations ActBoard, the Equal Opportunity Commission or any other Governmental 40 42 Authority relating to employees or employment practice; (v) Parent is currently in compliance with all Applicable Laws relating to the employment practice of labor, including those related to wages, hours, collective bargaining, discrimination in employment practice and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority; (vi) Parent has paid in full to all employees or adequately accrued for in accordance with GAAP, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; and (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges claim with respect to the payment of wages, salary or relating to any Target are overtime pay that has been asserted or is now pending or threatened before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation governmental authority with respect to any persons currently or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum formerly employed by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.Parent;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Xbox Technologies Inc)
Labor Matters. (a) Sellers have delivered to Purchaser a correct and complete list of Sellers' Station employees and position and compensation as of the date of this Agreement. Except for employees under Assumed Contracts and except as disclosed on Schedule 3.23, the employment of all employees of the Sellers is terminable at will by the Sellers, without any penalty or severance obligation incurred by the Sellers. Except as set forth on Schedule 3.23 and other than in the ordinary course of business consistent with past practices, neither of the Sellers will owe any amounts to any of its employees as of the Closing Date, including, without limitation, any amounts incurred for wages, bonuses, vacation pay, sick leave or any severance obligations other than amounts owed with respect to the then current pay period. Except as and to the extent set forth in Schedule -------- 4.18(a)3.23, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to neither of the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Sellers is a party to any union agreement or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to any employees of the TargetsSellers and, to the Knowledge of either of the Sellers, no attempt to organize any of the employees of the Business has been made, proposed or threatened in the past three years, (ii) neither of the Sellers is, or within the past three years has been, subject to any Equal Employment Opportunity Commission charges or other claims of employment discrimination made against it, (iii) no Wage and Hour Department investigations have been made in the past 3 years of the Sellers, (iv) no labor strike, dispute, slowdown, stoppage or lockout is pending or, to the Knowledge of Sellereither of the Sellers, threatened against or affecting the Sellers, their respective Assets or the Business and during the past five (5) years there are no current union organizing activities among the employees of a Targethas not been any such action, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice either of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation Sellers is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.pending
Appears in 1 contract
Samples: 6 Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is There are no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar other labor ------------- union agreements to which the Company or any of its Subsidiaries is or, since January 1, 2001, has been a party or by which any of them is or, since January 1, 2001, was bound and no collective bargaining agreement with is being negotiated by the Company. To the knowledge of the Company, since January 1, 2001, neither the Company nor any of its Subsidiaries has encountered any labor organizationunion organizing activity, or had any actual or threatened employee strikes, work rules stoppages, slowdowns or practices agreed to with any labor organization lockouts. To the knowledge of the Company, as of the date hereof, no key employee or employee association applicable to group of employees of the TargetsCompany or any Subsidiary has any plans to terminate employment with the Company or its Subsidiaries. Section 3.15 of the Disclosure Letter sets forth all agreements, (iv) arrangements or policies pursuant to which employees of the Company or its Subsidiaries would be entitled to severance or termination payments in excess of $125,000 in the event that such employees are terminated by the Company or its Subsidiaries, except such payment obligations as arise under Canadian law with respect to the Knowledge termination of Sellerthe employment of employees. Except as set forth on Section 3.17 of the Disclosure Letter, there are no current union organizing activities among the employees of a Targetactions, (v) true and correct copies of all personnel policiessuits, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rightsclaims, labor relationsdisputes, pay equitygrievances or arbitration proceeding pending, employment equityor, workers' compensationto the knowledge of the Company, workplace threatened against the Company or any Subsidiary relating to any labor, safety and insurance and occupational safety and healthor discrimination matters involving any employee of the Company or any Subsidiary, and are not including charges of unfair labor practices or discrimination complaints, that would reasonably be expected to, individually or in the aggregate, result in a material liability to the Company. Since January 1, 1998, neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices as defined under applicable Law, including without limitation within the meaning of the National Labor Relations ActAct that would reasonably be expected to, (vii) there is no unfair labor practice charge individually or complaint against any Target pending orin the aggregate, result in a material liability to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetCompany.
Appears in 1 contract
Labor Matters. Except as disclosed in Schedule 2.16 hereto, neither the Company nor any Subsidiary: (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining agreement applicable to any employees of the Company or similar agreement with any labor organization, or work rules or practices agreed to with Subsidiary; (b) recognizes any labor organization as the collective bargaining representative of any of its employees; (c) has pending against it any material unfair labor practice charges or employee association applicable complaints or, to employees the knowledge of the TargetsCompany, threatened against the Company or any Subsidiary before the National Labor Relations Board or any other Authority, nor are any grievance or arbitration proceedings arising under any collective bargaining agreement pending or threatened against the Company or any Subsidiary; (ivd) is currently experiencing any work stoppages, strikes, slowdowns, disputes or lockouts or other such concerted activity ("Labor Dispute"), nor, to the Knowledge knowledge of Sellerthe Company, there are no current threatened against the Company or any Subsidiary, and neither the Company nor any Subsidiary has experienced any Labor Dispute within the past three years other than Labor Disputes involving unions which affect all employers of the unions, including the Company or any Subsidiary; (e) has experienced during the last three years any union organizing activities among drives or during such period has been a party to any union representation proceedings before (or been named as the employees employer in any representation petition filed with) the National Labor Relations Board or any other Authority. Schedule 2.16 hereto indicates any amendments to collective bargaining agreements or similar types of a Target, (v) true agreements entered into during the preceding twelve months. Each of the Company and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, Subsidiary is in compliance in all material respects with all applicable Laws with respect to laws governing the employment relationship, including all laws governing the payment of wages and employment practices, terms and conditions of employment, wages, hours of work, employment standardsprohibiting discrimination in employment, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and governing occupational safety and health, and are not engaged in any health matters governing unfair labor practices under any Authority or governing plant closing and layoffs, except where the failure to be in compliance would not have a Material Adverse Effect. Except as defined under applicable Lawdisclosed in Schedule 2.16 hereto, including without limitation in the National Labor Relations Actpast three years, neither the Company nor any Subsidiary has effectuated (viii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer Worker Adjustment and Retraining Notification Act of Undertakings 1988 (Protection the "WARN Act") affecting any site of Employmentemployment or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary, or (ii) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union and Labour Relations (Consolidation) Xxx 0000Company or any Subsidiary. Except as set forth Nor has the Company or any Subsidiary been affected by any transaction, or engaged in Schedule 4.18(a)layoffs or employment terminations sufficient in number, there are no severance agreements with that would trigger application of any similar law under any Authority. As of the Closing Date, none of the employees of a ---------------- Targetthe Company or any Subsidiary has suffered an "employment loss" (as defined in the WARN Act) during the ninety-day period prior to the Effective Date. For purposes of this Section 2.16, the Effective Date is the "effective date" within the meaning of the WARN Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infrasource Services Inc)
Labor Matters. Except as set forth in Section 2.18 of the Disclosure Schedule (and, with respect to the Shareholders, to such Shareholders’ knowledge) (a) Except the Seller is and has been in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, except wherein the failure to comply with applicable Laws would not have a Material Adverse Effect on the extent set forth Business, including any such Laws respecting employment discrimination and occupational safety and health requirements, and have not and are not engaged in Schedule -------- 4.18(a), any unfair labor practice; (ib) there is no unfair labor practice complaint against the Seller pending or threatened before the National Labor Relations Board or any other comparable Authority; (c) there is no labor strike, dispute, slowdown, slowdown or stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge knowledge of Sellerthe Seller and the Shareholders, threatened before against or directly affecting the Seller that is reasonably likely to have a Material Adverse Effect on the Business; (d) no labor representation petition is pending with respect to the employees of the Business, and, to the knowledge of the Seller and the Shareholders, there is not pending or threatened any activity intended or likely to result in a labor representation vote respecting the employees of the Business; (e) no grievance or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arbitration proceeding arising out of any or under collective bargaining agreements is pending and no claims therefor exist or, to the knowledge of the Seller and the Shareholders, have been threatened; (f) no collective bargaining agreement is binding and in force against the Seller or currently being negotiated by the Seller relating to employees of the Business; (g) the Seller has not experienced any significant work stoppage or other grievance procedure, (ix) no charges with respect to or significant labor difficulty relating to employees of the Business; (h) the Seller is not delinquent in payments to any Target are pending before persons for any Governmental Authority responsible wages, salaries, commissions, bonuses or other direct or indirect compensation for the prevention of unlawful employment practicesany services performed by them or amounts required to be reimbursed to such persons, including without limitation before any amounts due under any pension plan, welfare plan or compensation plan, in each case as to this clause (h) which is reasonably likely to have a Material Adverse Effect on the Equal Opportunity Commission, Business; (xi) no Target has received notice upon the termination of the intent employment or other service of any Governmental Authority responsible for person, the enforcement Purchaser or any affiliate of labor the Purchaser will not, by reason of anything done on or employment Laws to conduct an investigation with respect to or relating prior to the Target Closing Date, be liable to any of such persons for so-called “severance pay” or any other payments; (j) within the twelve (12) month period prior to the date hereof, to the knowledge of the Seller and no the Shareholders, there has not been any expression of intention to the Seller by any officer or key employee to terminate such investigation is in progress, person’s employment with the Seller; and (xik) there are no complaints, lawsuits the transactions contemplated hereby do not trigger any notice or other proceeding pending or to requirement under the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Targetfederal Worker Adjustment and Retraining Notification Act, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have29 U.S.C. Section 2101 et seq., or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetapplicable state equivalent.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there The Company is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is not a party to any collective bargaining agreement or is bound other labor union contract applicable to persons employed by the Company, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of the Seller after due inquiry, threatened between the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) the Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or similar union contract, and there are no grievances outstanding against the Company under any such agreement with or contract; (d) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or any labor organization, other Governmental Authority or work rules or practices agreed to with any labor organization or employee association applicable to current union representation questions involving employees of the Targets, Company; (ive) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, Company is in compliance in all material respects with all applicable Laws with respect relating to the employment and employment practicesof labor, terms and conditions of employment, including those related to wages, hours hours, collective bargaining and the payment and withholding of worktaxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, employment standardstaxes, human rightspenalties or other sums for failure to comply with any of the foregoing; (f) the Company has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements all wages, labor relationssalaries, pay equitycommissions, employment equitybonuses, workers' compensation, workplace safety benefits and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, other compensation due to or on behalf of such employees; (viig) there is no unfair labor practice charge claim with respect to payment of wages, salary or complaint against any Target overtime pay that has been asserted or is now pending or, to the Knowledge knowledge of Sellerthe Seller after due inquiry, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for with respect to any Persons currently or formerly employed by the prevention of unlawful employment practicesCompany; and (h) the Company is not a party to, including without limitation before the Equal Opportunity Commissionor otherwise bound by, (x) no Target has received notice of the intent of any consent decree with, or citation by, any Governmental Authority responsible for the enforcement of labor relating to employees or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetpractices.
Appears in 1 contract
Labor Matters. (a) Except to as disclosed in Section 4.14(a)(i) of the extent set forth in Schedule -------- 4.18(a)Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge none of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to the Company or is bound by any collective bargaining or similar agreement with any labor organizationits Subsidiaries is, or work rules during the last five years has been, represented in his or practices agreed to with her capacity as an employee of the Company or any of its Subsidiaries by any labor organization and neither the Company nor its Subsidiaries are party to any labor or employee association applicable to collective bargaining agreement and no such agreement is being negotiated as of the date of this Agreement. Except as disclosed in Section 4.14(a)(i) of the Company Disclosure Schedule, there is not currently, and since June 30, 2012, there has not been, any union organization activity involving any of the employees of the Targets, (iv) to the Knowledge Company or any of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target its Subsidiaries pending or, to the Knowledge of Sellerthe Company, threatened before threatened. There is not currently, nor has there been since July 1, 2014, any picketing, strikes, slowdowns, material work stoppages, other job actions or lockouts involving any of the employees of the Company or any Government Authorityof its Subsidiaries pending or, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller the Company, threatened. Except as disclosed in Section 4.14(a)(ii) of the Company Disclosure Schedule, there are not currently any material complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any forum by or on behalf of its Subsidiaries, of any present individual. Except as would not reasonably be expected to have, individually or former employee of in the aggregate, a TargetMaterial Adverse Effect on the Company, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct Company and its Subsidiaries are currently in connection compliance with all Laws relating to the employment relationshipof labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act (xii“WARN”) and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to UK Target there is not a material number the Company or any of persons employed (or previously employed) by a Target who are on secondmentits Subsidiaries since June 30, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target2012.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceco Environmental Corp)
Labor Matters. Except as set forth in Section 3.23 of the Company Disclosure Schedule, (a) Except neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the extent set forth best knowledge of the Company after due inquiry, threatened between the Company or any Subsidiary and any of their respective employees, and neither the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract that could reasonably be expected to have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any Subsidiary that could reasonably be expected to have a Material Adverse Effect; (e) each of the Company and each Subsidiary is currently in Schedule -------- 4.18(a)compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) each of the Company and each Subsidiary has paid in full to all of their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no labor strike, dispute, slowdown, stoppage charge or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws proceeding with respect to employment and employment practices, terms and conditions a violation of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viij) there is no unfair labor practice charge of discrimination in employment or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Company or on behalf of any present Subsidiary has employed or former employee of a Target, currently employs any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetperson.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Silicon Graphics Inc /Ca/)
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a)4.14, (ia) there is no unfair labor practice charge, complaint or decision against Seller pending before or issued by the National Labor Relations Board or any other federal agency, authority or tribunal; (b) there is no labor strike, dispute, slowdown, lockout or stoppage pending or ------- lockout actually pendingthreatened against or affecting Seller and Seller has not experienced any such labor controversy within the last five years; (c) Seller is not a party to any collective bargaining agreement or contract with any labor union and, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent representation question has been raised by the employees of any Target, Seller; (iiid) no Target grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending; (e) no event has occurred, and Seller will not take any action prior to the Closing, which would require notification after the date hereof to employees under the Worker Adjustment and Retraining Act of 1988 and the regulations promulgated thereunder or which would require notification under any collective bargaining agreement or law; (f) there is no other controversy pending between Seller and any of its employees, including, without limitation, claims arising under any local, state or federal labor and employment laws; (g) Seller has no obligation to continue the employment of any employee or the funding of any employee benefits who or which is the subject or beneficiary of any collective bargaining agreement in the event of termination of any contract for the provision of goods or services in the geographic area related to such collective bargaining agreement; (h) except as set forth in the Contracts, Seller is not a party to any written employment or is bound by any collective bargaining consulting contract or similar agreement with any labor organization, Person nor are any such contracts or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, agreements presently being negotiated; (ivi) to the Knowledge of Seller, there are no current union organizing activities among the campaigns being conducted to solicit cards from any employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws election petitions pending with respect to Seller to authorize representation by any labor organization; (j) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees or employment practices; (k) Seller has complied with all provisions of applicable laws or regulations pertaining to the employment of employees and access to facilities, including without limitation, relating to labor relations, equal employment, fair employment practices, terms and conditions of employmententitlements, wages, hours of work, prohibited discrimination or other similar employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and healthpractices or acts, and are not engaged in any unfair labor practices (l) to Seller’s knowledge, other than the employees listed on Schedule 4.14, no key employee intends to terminate employment with Seller or is otherwise likely to become unavailable to continue as defined under applicable Lawa key employee, including without limitation nor does Seller have a present intention to terminate the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out employment of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), Section 3.03(n) of the CCA Disclosure Schedule: (i) there neither CCA nor its Subsidiaries is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pendinga party to, or to the Knowledge of Sellerbound by, threatened against any collective bargaining agreement, contract or affecting any Target, other agreement or understanding with a labor union or labor organization; (ii) to the knowledge of CCA, no union claims to represent the employees of any Target, CCA and its Subsidiaries; (iii) no Target none of the employees of CCA or its Subsidiaries is a party to or is bound represented by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees and CCA has no knowledge of the Targets, (iv) to the Knowledge of Seller, there are no any current union organizing activities among the employees of a TargetCCA or its Subsidiaries, nor does any question concerning representation exist concerning such employees; neither CCA nor its Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage, lockout or other labor dispute involving CCA or its Subsidiaries pending or threatened; (v) true and correct copies no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity brought by or on behalf of all any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or, to the knowledge of CCA, threatened against CCA or its Subsidiaries; (vi) to the knowledge of CCA, no grievance is threatened against CCA or its Subsidiaries; (vii) neither CCA nor its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (viii) there are no written personnel policies, rules or procedures applicable to employees of each Target CCA or its Subsidiaries, other than those set forth in Section 3.03(n) of the CCA Disclosure Schedule, true and correct copies of which have heretofore been delivered or made available to PurchaserPrison Realty, PMSI and JJFMSI; (viix) each Target isCCA and its Subsidiaries are, and has have at all times been, in material compliance in all material respects with all applicable Laws with respect to laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance work and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation in the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement Act or other grievance procedureapplicable law, (ix) no charges with respect to ordinance or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, regulation; (x) no Target has received notice since the enactment of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progressWARN Act, neither CCA nor its Subsidiaries has effectuated (xiA) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of any of CCA or its Subsidiaries; or (Protection of EmploymentB) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer facility of any of CCA or its Subsidiaries, in either case, other than in substantial compliance with the WARN Act; nor has CCA or its Subsidiaries been a party affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.foreign law or regulation; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prison Realty Trust Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a4(aa), (i) the Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and currently there is are no labor strikeorganizational campaigns, dispute, slowdown, stoppage petitions or ------- lockout actually pending, or to other unionization activities seeking recognition of a collective bargaining unit which could affect the Knowledge of Seller, threatened against or affecting any Target, Company; (ii) there are no union claims controversies, strikes, slowdowns or work stoppages pending or, to represent the employees Seller's Knowledge, Threatened between the Company and any of their employees, and. the Company has not experienced any Targetsuch controversy, strike, slowdown or work stoppage within the past three (3) years; (iii) no Target is a party neither the Company has not breached or otherwise failed to or is bound by comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against the Company under any such agreement with or contract which could have a Material Adverse Effect; (iv) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or any labor organization, other Governmental Body or work rules or practices agreed to with any labor organization or employee association applicable to current union representation questions involving employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of Company which could have a Target, Material Adverse Effect; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, the Company is currently in compliance in all material respects with all applicable Laws with respect relating to the employment and employment practicesof labor, terms and conditions of employment, including those related to wages, hours hours, collective bargaining except where the failure to comply would not have a Material Adverse Effect and the payment and withholding of worktaxes and other sums as required by the appropriate Governmental Body and has withheld and paid to the appropriate Governmental Body or is holding for payment not yet due to such Governmental Body all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, employment standardstaxes, human rightspenalties or other sums for failure to comply with any of the foregoing; (vi) the Company has paid in full to all its employees or adequately accrued for in accordance with GAAP all wages, labor relationssalaries, pay equitycommissions, employment equitybonuses, workers' compensation, workplace safety benefits and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, other compensation due to or on behalf of such employees; (vii) there is no unfair labor practice charge claim with respect to payment of wages, salary or complaint against any Target overtime pay that has been asserted or is now pending or, to the Knowledge of Seller's Knowledge, threatened Threatened before any Governmental Body with respect to any Persons currently or any Government Authority, including without limitation formerly employed by the National Labor Relations Board, Company; (viii) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices; (ix) there is no grievance arising out of any collective bargaining agreement charge or other grievance procedure, (ix) no charges proceeding with respect to a violation of any occupational safety or relating health standards that has been asserted or is now pending or, to any Target are pending before any Governmental Authority responsible for the prevention Seller's Knowledge, Threatened with respect to the Company; and (x) there is no charge of unlawful discrimination in employment or employment practices, for any reason, including without limitation age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Seller's Knowledge, Threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened Body in any forum by jurisdiction in which the Company has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees Section 3.12 of the Targets, (iv) to the Knowledge of SellerCompany Disclosure Schedule, there are no current collective bargaining or other labor union organizing activities among agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. Since December 27, 2003, no labor organization or group of employees of the Company or any of its Subsidiaries has made a Targetdemand for recognition or certifications with the National Labor Relations Board or any other labor relations tribunal or authority; and neither the Company nor any of its Subsidiaries has experienced any actual or threatened employee strikes, (v) true work stoppages, slowdowns or lockouts. The Company and correct copies each of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and its Subsidiaries has at all times been, in compliance complied in all material respects with all applicable Laws with respect to employment and employment practiceslabor agreements. Except as set forth in Section 3.12 of the Company Disclosure Schedule, terms and conditions of (i) there are no employment, wagesseverance, hours consulting or similar agreements covering employees or individual consultants of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in the Company or any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Actof its Subsidiaries, (viiii) there is no unfair labor practice charge or complaint pending against the Company or any Target Subsidiary, or, to the Company's Knowledge, threatened, (iii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending to the Company's Knowledge, is threatened with respect to the Company's or any of the Subsidiaries' operations, (iv) neither the Company nor any of the Subsidiaries has any Equal Employment Opportunity Commission charges or other claim of employment discrimination pending or, to the Knowledge Company's knowledge, currently threatened against it, (v) no wage and hour department investigation has been made of Seller, threatened before the Company or any Government Authority, including without limitation of the National Labor Relations BoardSubsidiaries within the last three years, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xivi) there are no complaints, lawsuits occupational health and safety claims against the Company or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries that would reasonably be expected to have a Company Material Adverse Effect, (xiivii) with respect to UK Target there is not a material number since the enactment of persons employed the Worker Adjustment and Retraining Notification Act (or previously employedthe "WARN ACT") by a Target who are on secondment, maternity leave, absent on grounds neither the Company nor any of disability or other leave of absent and have, or may have, a statutory or contractual right to return to workthe Subsidiaries has effectuated, (xiiiA) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the Subsidiaries; or, (Protection of EmploymentB) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union Company or any of the Subsidiaries; nor has the Company or any of the Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law, (viii) none of the Company's or any of the Subsidiaries employees has suffered an "employment loss" (as defined in the WARN Act) within ninety (90) days prior to the date hereof, and Labour Relations (Consolidationix) Xxx 0000. Except the Company and the Subsidiaries are in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as set forth in Schedule 4.18(a)amended, there are no severance agreements with any employees of a ---------------- Targetand all related regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eye Care Centers of America Inc)
Labor Matters. Except as detailed in Section 3.17 of the Disclosure Schedule and the book of grievances which the Sellers have furnished to the Purchaser, solely in respect of employees engaged in the Business, (a) Except to none of the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Sellers is a party to any collective bargaining agreement or is bound other labor union contract applicable to persons employed by any of the Sellers, or in the Business and, to the knowledge of the Sellers, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any of the Sellers; (b) there are no strikes, slowdowns or work stoppages pending or, to the knowledge of the Sellers, threatened between any of the Sellers and any of their respective employees, and none of the Sellers has experienced any such strike, slowdown or work stoppage within the past three years; (c) none of the Sellers has breached in any material respect or otherwise failed to comply with the provisions of any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, union contract and there are no written grievances outstanding against any of the Sellers under any such agreement or contract; (d) there are no unfair labor practice complaints pending against any of the Sellers before the National Labor Relations Board or any other Governmental Authority or any current union organizing activities among the representation questions involving employees of a Target, any of the Sellers; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vie) each Target is, and has at all times been, of the Sellers is currently in compliance in all material respects with all applicable Laws with respect relating to the employment and employment practicesof labor, terms and conditions of employment, including those related to wages, hours hours, collective bargaining and the payment and withholding of worktaxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of any of the Sellers and is not liable for any arrears of wages, employment standardstaxes, human rightspenalties or other sums for failure to comply with any of the foregoing; (f) each of the Sellers has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP consistently applied all material wages, labor relationssalaries, pay equitycommissions, employment equitybonuses, workers' compensation, workplace safety benefits and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, other compensation due to or on behalf of such employees; (viig) there is no unfair labor practice charge material claim with respect to payment of wages, salary or complaint against any Target overtime pay that has been asserted or is now pending or, to the Knowledge of Seller, or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by any Government Authorityof the Sellers; (h) none of the Sellers is a party to, including without limitation the National Labor Relations Boardor otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (viiii) there is no grievance arising out of any collective bargaining agreement charge or other grievance procedure, (ix) no charges proceeding with respect to a violation of any occupational safety or relating health standards that has been asserted or is now pending or threatened with respect to any Target are pending before any Governmental Authority responsible for of the prevention Sellers; and (j) there is no charge of unlawful discrimination in employment or employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity 41 42 Commission, (x) no Target has received notice or any other Governmental Authority in any jurisdiction in which any of the intent of Sellers has employed or currently employs any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Century Aluminum Co)
Labor Matters. (a) Except to Since January 1, 2015 through the extent set forth in Schedule -------- 4.18(a), date hereof: (i) there is no has not been any union representation or any labor strike, dispute, slowdownwork stoppage, stoppage or ------- lockout actually pendinglockout, or union organizational campaign pending or, to the Knowledge of SellerCompany, threatened threatened, against or affecting any Target, Company; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore Company has been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect respecting labor and employment, including provisions thereof relating to fair employment practices (including discrimination, harassment, and employment practicesretaliation), terms and conditions of employment, wagesworkers’ compensation, hours of workoccupational safety and health requirements, employment standardsemployee classification, human rightsplant closings, mass layoffs, wages and hours, withholdings and deductions, disability rights or benefits, equal opportunity, labor relations, pay equityconcerted activity, employment equity, workers' compensation, workplace safety employee leave issues and unemployment insurance and occupational safety related matters; and health, and (iii) there are not engaged in and have not been any unfair labor practices as defined under applicable Lawpending, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of SellerCompany, threatened before threatened, charges or claims against Company or any Government Authorityof its current or former officers, directors, or employees, before any Governmental Authority (including without limitation the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, (viii) there is no grievance arising out of or any collective bargaining agreement other federal, state or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority local agency responsible for the prevention or evaluation of unlawful employment practices, including without limitation before the Equal Opportunity Commission, ); (xiv) no Target Company has not received written notice of the an intent of by any such Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating investigate Company and, to the Target and Knowledge of Company, no such investigation is in progress, ; (xiv) there are no complaints, lawsuits or other proceeding pending or all individuals who have provided services to the Knowledge of Seller threatened in any forum Company have at all times been accurately classified by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) Company with respect to UK Target there such services as common law employees, leased employees, independent contractors or agents, have been properly classified as exempt or non-exempt employees; and have been properly compensated accordingly, as required by applicable Laws; and (vi) the Company is not a in material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent compliance with and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within effectuated a “mass layoff,” “plant closing,” “relocation” or “termination,” nor incurred any liability or obligation under, the period of two years preceding the date of this Agreement been a party to WARN Act or any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) state or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetlocal equivalent law that remains unsatisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meta Financial Group Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)Section 3.18 of the Disclosure Schedule, (i) the Corporation is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Corporation, and currently there is are no labor strikeorganizational campaigns, dispute, slowdown, stoppage petitions or ------- lockout actually pending, or to other unionization activities seeking recognition of a collective bargaining unit which could affect the Knowledge of Seller, threatened against or affecting any Target, Corporation; (ii) there are no union claims to represent controversies, strikes, slowdowns or work stoppages pending or threatened between the employees Corporation and any of its employees, and the Corporation has not experienced any Targetsuch controversy, strike, slowdown or work stoppage within the past three years; (iii) no Target is a party the Corporation has not breached or otherwise failed to or is bound by any collective bargaining or similar agreement comply with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out provisions of any collective bargaining agreement or other grievance procedurelabor union contract and there are no grievances outstanding against the Corporation under any such agreement or contract; (iv) there are no unfair labor practice complaints pending against the Corporation before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Corporation; (v) the Corporation is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from its employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (ixvi) the Corporation has paid in full to all of its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (vii) there is no charges claim with respect to payment of wages, salary or relating to any Target are overtime pay that has been asserted or is now pending or threatened before any Governmental Authority responsible for with respect to any persons currently or formerly employed by the prevention Corporation; (viii) the Corporation is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (ix) there is no charge or proceeding with respect to a violation of unlawful any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Corporation; and (x) there is no charge of discrimination in employment or employment practices, including for any reason, including, without limitation limitation, age, gender, race, religion, sexual harassment or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by jurisdiction in which the Corporation has employed or on behalf of currently employs any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetperson.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Health Sciences Inc)
Labor Matters. (a) Except to the extent as set forth in Schedule -------- 4.18(a)the Company SEC Reports filed prior to the date of this Agreement or in Section 3.11 of the Company Disclosure Letter, no work stoppage or labor strike against the Company or any of its Subsidiaries by Employees is pending or threatened, which, in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) there is no involved in or threatened with any labor strike, dispute, slowdown, stoppage or ------- lockout actually pendinggrievance, or litigation relating to the Knowledge labor matters involving any Employees, including, without limitation, violation of Sellerany federal, threatened against state or affecting any Targetlocal labor, safety or employment laws (domestic or foreign), charges of unfair labor practices or discrimination complaints; (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation within the meaning of the National Labor Relations Act or the Railway Labor Act; or (iii) is presently, (vii) there is no unfair labor practice charge nor has been in the past a party to, or complaint against any Target pending orbound by, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges union contract with respect to Employees and no such agreement or relating contract is currently being negotiated by the Company or any of its Affiliates. No Employees are currently represented by any labor union for purposes of collective bargaining and to any Target the knowledge of the Company no activities the purpose of which is to achieve such representation of all or some of such Employees are pending before any Governmental Authority responsible for the prevention threatened or ongoing. The Company and each of unlawful its Subsidiaries (i) is in compliance with all applicable federal, state and local laws, rules and regulations (domestic and foreign) respecting employment, employment practices, including without limitation before the Equal Opportunity Commissionlabor, (x) no Target has received notice terms and conditions of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or relating by agreement to be withheld from the Target wages, salaries and no such investigation other payments to Employees; (iii) is in progress, (xi) there are no complaints, lawsuits not liable for any arrears of wages or other proceeding pending any taxes or any penalty for failure to the Knowledge of Seller threatened in comply with any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of ; and (iv) is not liable for any express or implied contract or employment, payment to any Law governing employment or the termination thereof trust or other discriminatoryfund or to any governmental or administrative authority, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondmentunemployment compensation benefits, maternity leave, absent on grounds of disability social security or other leave of absent and benefits for Employees, except for any such failure to so comply or withhold together with any such liability would not have, or may would not reasonably be expected to have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetCompany Material Adverse Effect.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there The Company is no not a party to any collective bargaining agreement or other labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or union contract applicable to persons employed by the Company and to the best Knowledge of Sellerthe Company, threatened against there are no organizational campaigns, petitions or affecting any Target, other unionization activities seeking recognition of a collective bargaining unit which could affect the Company; (ii) there are no union claims controversies, strikes, slowdowns or work stoppages pending or, to represent the employees best Knowledge of the Company, threatened between the Company and any Targetof its employees, (iii) no Target is a party the Company has not breached or otherwise failed to or is bound by comply with the provisions of any collective bargaining or similar union contract and there are no grievances outstanding against the Company under any such agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, contract which could have a Material Adverse Effect; (iv) to the Knowledge of Seller, there are no current union organizing activities among complaints, charges, claims, actions, suits or proceedings pending or threatened against the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation Company before the National Labor Relations ActBoard, the Equal Opportunity Commission or any other Governmental Authority relating to employees or employment practice; (v) the Company is currently in compliance with all Applicable Laws relating to the employment practice of labor, including those related to wages, hours, collective bargaining, discrimination in employment practice and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority; (vi) the Company has paid in full to all employees or adequately accrued for in accordance with GAAP, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; and (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges claim with respect to the payment of wages, salary or relating to any Target are overtime pay that has been asserted or is now pending or threatened before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation governmental authority with respect to any persons currently or relating to formerly employed by the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.Company;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Xbox Technologies Inc)
Labor Matters. (a) Neither the Company nor any of its Subsidiaries is party to, bound by, or in the process of negotiating a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union, labor organization or works council. Except to for such matters which would not have, individually or in the extent set forth in Schedule -------- 4.18(a)aggregate, a Company Material Adverse Effect, (i) there is are no labor strike, dispute, slowdown, stoppage strikes or ------- lockout actually pending, lockouts with respect to any employees of the Company or to the Knowledge any of Seller, threatened against or affecting any Targetits Subsidiaries (“Employees”), (ii) to the Company’s Knowledge, there is no union claims to represent organizing effort pending or threatened against the employees Company or any of any Targetits Subsidiaries, (iii) there is no Target is a party unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Company’s Knowledge, threatened against the Company or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targetsits Subsidiaries, (iv) there is no slowdown, or work stoppage in effect or, to the Knowledge of SellerCompany’s Knowledge, there are no current union organizing activities among the employees of a Target, threatened with respect to Employees and (v) true the Company and correct copies of all personnel policiesits Subsidiaries are, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times beenthe Company’s Knowledge, in compliance in all material respects with all applicable Laws with respect to respecting employment and employment practices, terms and conditions of employment, wages, employment and wages and hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Lawpractices. Except for such matters which would not have, including without limitation individually or in the National Labor Relations Actaggregate, (vii) there is no unfair labor practice charge or complaint against any Target pending ora Company Material Adverse Effect, to the Knowledge Company’s Knowledge, neither the Company nor any of Seller, threatened before 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 Government Authorityof 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, including without limitation to the National Labor Relations BoardCompany’s Knowledge, (viii) there is no grievance arising out 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 collective bargaining agreement or other grievance procedure, (ix) no charges 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 relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation excise taxes with respect to any Company Benefit Plan, or relating in any other liability to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits Company or other proceeding pending or to the Knowledge any of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Targetits Subsidiaries.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge The Company and each of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, (iv) to the Knowledge of Seller, there its Subsidiaries are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isnow, and has at all times during the past three years have been, in compliance in all material respects with all applicable Laws with respect to federal, state, local and foreign laws respecting employment, employment practices and employment practicesoccupational safety and health, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance wages and occupational safety and healthhours, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is practices. There are no unfair labor practice charge or complaint against any Target controversies pending or, to the Knowledge knowledge of Seller, threatened before the Company or any Government Authorityof its Subsidiaries, including without limitation threatened, between the National Labor Relations BoardCompany or any of its Subsidiaries and any of their respective employees, (viii) there consultants or independent contractors, which controversies would reasonably be expected to have a Company Material Adverse Effect, individually or in the aggregate. Neither the Company nor any of its Subsidiaries is no grievance arising out of now, and during the past three years has not been, a party to any collective bargaining agreement or other grievance procedurelabor union contract applicable to persons employed by the Company or its Subsidiaries, (ix) no charges nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees. There are not now, nor during the past three years have there been, and neither the Company nor any of its Subsidiaries has any knowledge of, any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or relating to consultants or independent contractors to, the Company or any Target are pending before of its Subsidiaries. Neither the Company nor any Governmental Authority responsible for of its Subsidiaries is now, and during the prevention of unlawful employment practiceslast three years has been, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent subject of any Governmental Authority responsible for the enforcement of labor complaint, charge, investigation, audit, suit or employment Laws to conduct an investigation other legal process with respect to any of its/their employees, independent contractors or consultants by any state, federal or local government agency. None of the employees of the Company or its Subsidiaries is, or within the last three years has been, the subject of a representation petition before the National Labor Relations Board of any state labor board. To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the Target and no right of any such investigation is in progress, (xi) there are no complaints, lawsuits employee to be employed by the Company or other proceeding pending 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 Knowledge use of Seller threatened trade secrets or proprietary information of others or, in any forum by or on behalf the case of any present executive officer, key employee or former employee group of a Targetkey employees, any applicant for employment or classes has given notice as of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been to the Company or any of its Subsidiaries that such officer, employee or any employee in a party group of key employees intends to terminate his or her employment with the Company. Since the Company's inception, neither the Company or any "relevant transfer" of its Subsidiaries has effected (i) a plant closing, as defined in the Transfer Worker Adjustment and Retaining Notification Act of Undertakings (Protection of Employment) Regulations 1981 (1988, as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of amended ( the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a"WARN ACT"), there are no severance agreements with any employees of or (ii) a ---------------- Targetmass layoff as defined in the WARN Act.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge The Company has provided Buyer with an accurate and complete list of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a party to or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to all employees of the Targets, (iv) to the Knowledge Acquired Companies as of Seller, there are no current union organizing activities among the employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been (collectively, the “Employees”), including each such employee’s name, title, employing entity, and present annual base salary or base wage rate and cash bonus and commission opportunities. There are no collective bargaining, labor union or similar labor-related agreements currently in existence or being negotiated by any Acquired Company to which an Acquired Company is or may become a party or by which any of them is or may become bound. To the Company’s Knowledge, there are no organizational campaigns, petitions, or other unionization activities seeking to authorize representation of any Employee. No labor organization has been certified or recognized as the representative of any of the Employees. In the two (2) years prior to the date of this Agreement, there has not been any strike, slowdown, picketing, work stoppage or unfair labor practice with respect to any "relevant transfer" Employees. There are no unfair labor practice or other material labor dispute charges or complaints pending or, to Company’s Knowledge, threatened against any Acquired Company with respect to the Employees. In the two (2) years prior to the date of this Agreement, no Acquired Company has effectuated (a) a “plant closing” as defined in the Transfer WARN Act (or any similar state, local or foreign law) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of any Acquired Company or (Protection b) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of Employment) Regulations 1981 (as amended)) employment or agreement for a relevant transfer nor been a party to or been obliged to be a party facility of any Acquired Company. Each individual providing services to any consultation in relation Acquired Company has been properly characterized as an employee or non-employee and no Acquired Company has any liability or obligations, including under or on account of any Employee Benefit Plan, arising out of the hiring or retention of persons to provide services to any collective redundancies made pursuant to section 188 of the Trade Union Acquired Company and Labour Relations (Consolidation) Xxx 0000. Except treating such persons as set forth in Schedule 4.18(a), there are no severance agreements with any employees or non-employees of a ---------------- Targetsuch Acquired Company.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a)4.16, (ia) there is no unfair labor practice charge, complaint or decision against any Seller pending before or issued by the National Labor Relations Board or any other federal agency, authority or tribunal; (b) there is no labor strike, dispute, slowdown, lockout or stoppage pending or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, Seller and no Seller has experienced any such labor controversy within the last five years; (iic) no Seller is a party to any collective bargaining agreement or contract with any labor union claims and, to represent the Knowledge of Sellers, no union representation question has been raised by the employees of any Target, Seller; (iiid) no Target grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending; (e) no event has occurred, and no Seller will take any action prior to the Closing, which would require notification after the Effective Date to employees under the Worker Adjustment and Retraining Act of 1988 and the regulations promulgated thereunder or which would require notification under any collective bargaining agreement or law; (f) there is no other controversy pending between any Seller and any of its employees, including, without limitation, claims arising under any local, state or federal labor and employment laws; (g) no Seller has any obligation to continue the employment of any employee or the funding of any employee benefits who or which is the subject or beneficiary of any collective bargaining agreement in the event of termination of any contract for the provision of goods or services in the geographic area related to such collective bargaining agreement; (h) except as set forth in the Contracts, no Seller is a party to any written employment or is bound by any collective bargaining consulting contract or similar agreement with any labor organization, Person nor are any such contracts or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targets, agreements presently being negotiated; (ivi) to the Knowledge of SellerSellers, there are no current union organizing activities among the campaigns being conducted to solicit cards from any employees of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws election petitions pending with respect to any Seller to authorize representation by any labor organization; (j) no Seller is a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees or employment practices; (k) each Seller has complied with all provisions of applicable laws or regulations pertaining to the employment of employees and access to facilities, including without limitation, relating to labor relations, equal employment, fair employment practices, terms and conditions of employmententitlements, wages, hours of work, prohibited discrimination or other similar employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and healthpractices or acts, and are not engaged in (l) to Sellers’ Knowledge, other than the employees listed on Schedule 4.16, no key employee intends to terminate employment with any unfair labor practices Seller or is otherwise likely to become unavailable to continue as defined under applicable Lawa key employee (other than to become an employee of Parent following the Closing), including without limitation nor does any Seller have a present intention to terminate the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out employment of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, foregoing (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct than in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) transactions contemplated by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amendedAgreement)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target.
Appears in 1 contract
Labor Matters. (a) Except to As of the extent set forth date hereof, neither KeySpan nor any of its Subsidiaries is a party to, bound by or in Schedule -------- 4.18(a), the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this Agreement (i) there is are no labor strikedisputes, disputegrievances or arbitrations pending or, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of SellerKeySpan, threatened against between KeySpan or affecting any Targetof its Subsidiaries and any trade union or other representatives of its employees, (ii) there is no union claims to represent charge or complaint pending or threatened in writing against KeySpan or any of its Subsidiaries before the employees of National Labor Relations Board (the "NLRB"), the Equal Employment Opportunity Commission or any Targetsimilar Governmental Entity, (iii) there are no Target is a party litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Knowledge of KeySpan, threatened between or is bound by involving KeySpan or any collective bargaining of its Subsidiaries and any of their respective current or similar agreement with any labor organizationformer employees, independent contractors, applicants for employment or work rules or practices agreed to with any labor organization or employee association applicable to employees classes of the Targetsforegoing, except in each case as have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan and, (iv) to the Knowledge of SellerKeySpan, as of the date of this Agreement, there are no current union organizing activities among material organizational efforts presently being made involving any of the employees of a TargetKeySpan or any of its Subsidiaries. No labor union, (v) true and correct copies labor organization or group of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target isKeySpan or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the NLRB or any other Governmental Entity. From January 1, 2003, to the date of this Agreement, there has at all times beenbeen no work stoppage, strike, slowdown or lockout by or affecting the employees of KeySpan or any of its Subsidiaries and, to the Knowledge of KeySpan, no such action has been threatened in writing. KeySpan and its Subsidiaries are in compliance in with all material respects with all applicable Laws with respect to respecting employment and employment practices, including, without limitation, all material legal requirements respecting terms and conditions of employment, wagesequal opportunity, hours of workaffirmative action, employment standardsworkplace health and safety, human rightswages and hours, labor relationschild labor, pay equityimmigration, employment equitydiscrimination, disability rights or benefits, facility closures and layoffs, workers' compensation, workplace safety labor relations, employee leaves and insurance and occupational safety and healthunemployment insurance. Since January 1, and are not 2003, neither KeySpan nor any of its Subsidiaries has engaged in any unfair labor practices as defined under applicable Law"plant closing" or "mass layoff", including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target pending or, to the Knowledge of Seller, threatened before or any Government Authority, including without limitation the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer Worker Adjustment Retraining and Notification Act or any comparable state or local Law (the "WARN Act"), without complying with the notice requirements of Undertakings such Laws. To the Knowledge of KeySpan (Protection i) none of Employment) Regulations 1981 (as amended)) the employees of KeySpan or agreement for any of its Subsidiaries 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 relevant transfer nor been a party former employer relating to or been obliged the right of such employee to be a party to employed by KeySpan or any consultation in relation to any collective redundancies made pursuant to section 188 of its Subsidiaries or the Trade Union employee's knowledge or use of trade secrets or proprietary information, and Labour Relations (Consolidationii) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetKeySpan or any of its Subsidiaries earning $100,000 or more per year intend to terminate his or her employment with KeySpan or any of its Subsidiaries.
Appears in 1 contract
Labor Matters. (a) Except to the extent set forth in Schedule -------- 4.18(a), (i) there The Company is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target is a not party to or is bound by any collective bargaining agreement or similar agreement with any other labor organization, or work rules or practices agreed to with any labor organization or employee association union contract applicable to employees of persons employed by the TargetsCompany, (iv) to the Knowledge of Seller, and currently there are no current union organizing organizational campaigns, petitions or other unionization activities among the employees seeking recognition of a Target, collective bargaining unit which could affect the Company; (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (viib) there is are no unfair labor practice charge controversies, strikes, slowdowns or complaint against any Target work stoppages pending or, to the Knowledge of Sellerthe Company, threatened between the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown or work stoppage since the Company Inception Date; (c) the Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, and there are no grievances outstanding against the Company under any such agreement or contract which could have a Company Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Company before or any Government Authority, including without limitation the National Labor Relations Board, Board or any other Governmental Entity or any current union representation questions involving employees of the Company which could have a Company Material Adverse Effect; (viiie) there the Company is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges currently in compliance with respect to or and since the Company Inception date has at all times been in compliance with all applicable Laws relating to any Target are pending before any Governmental Authority responsible for the prevention employment and termination of unlawful labor, including those related to wages, hours, equal pay, worker’s compensation, unemployment compensation, occupational health and safety, immigration, payment of overtime and the classification of employees as overtime eligible and overtime exempt, civil rights, fair labor standards, employment practices, including without limitation before leaves of absence, vacation and paid time off, collective bargaining, and discrimination and harassment on the Equal Opportunity Commissionbasis of race, age, sex, religion, color, national origin, disability, genetic information and other classifications protected by all such Laws; (xf) no Target the Company is currently in compliance with and since the Company Inception Date has received notice at all times been in compliance with all applicable Laws relating to the payment, collection and withholding of Taxes and other sums as required by the appropriate Governmental Entity and has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the intent Company and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any Governmental Authority responsible of the foregoing; (g) the Company has paid in full and in a timely manner to all of its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (h) the enforcement Company has classified all individuals who perform services for them correctly under each Employee Benefits Plan and applicable Law as common law employees, independent contractors or leased employees; (i) the Company maintains copies of labor I-9 Employment Eligibility Verification Forms for all persons it has employed, including those persons it currently employs and is in compliance with the Immigration Reform and Control Act of 1986, as amended, respecting such current or employment Laws to conduct an investigation former employees; (j) there are no claims, investigations, charges, grievances, arbitrations, suits or other actions that have been asserted or are now pending or threatened with respect to or relating to the Target Company’s employment or other engagement of any Persons currently or formerly employed by the Company, including, but not limited to, any claims with respect to wages, salary, severance pay, unlawful wage and no such investigation hour practice, unlawful employment practice or overtime pay; (k) the employment of all current employees of the Company is in progress, terminable at will; (xil) there are no complaintspending, lawsuits threatened or other proceeding pending reasonably anticipated claims or actions against the Company under any worker’s compensation policy or long-term disability policy; (m) the Company has not implemented any plant closing or mass layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (WARN Act), and no such action will be implemented prior to the Knowledge Closing; (n) within the period beginning on the Company Inception Date and ending as of Seller threatened the date hereof, no employee or independent contractor of the Company has been in violation in any forum by or on behalf material respect of any present employment contract, non-disclosure agreement or restrictive covenant to a former employee employer relating to the right of any such Person to be employed or retained by the Company; (o) the Company is not a Targetparty to, or otherwise bound by, any applicant for employment consent decree with, or classes of the foregoing, alleging breach of any express or implied contract or employmentcitation by, any Law governing Governmental Entity relating to employees or employment practices; (p) there is no charge or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) proceeding with respect to UK Target a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Company; and (q) there is not a material number no charge of persons employed (discrimination, harassment or previously employed) by a Target who are on secondmentretaliation in employment or employment practices, maternity leavefor any reason, absent on grounds of disability including age, sex, race, religion, color, national origin, disability, genetic information or other leave of absent and havelegally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or may have, a statutory any other Governmental Entity in any jurisdiction in which the Company has employed or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to currently employs any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- TargetPerson.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc)
Labor Matters. (aa)Schedule 3.17(a) Except is a listing of each collective bargaining, representation or similar agreement or arrangement to which the extent Company is a party or by which it is bound in connection with the Business. True, correct and complete copies of all of the agreements listed on Schedule 3.17(a) have been previously delivered to Buyer. (b)Except as set forth on Schedule 3.17(b): (i)There is no currently pending charge before the National Labor Relations Board (or any counterpart state agency) that the Company has engaged in Schedule -------- 4.18(a), any unfair labor practice; (iii) there There is no labor strike, dispute, slowdown, or stoppage or ------- lockout actually pendingpending or, or to the Knowledge knowledge of SellerSellers, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, Company; (iii) No collective bargaining agreement is currently being negotiated and, to the knowledge of Sellers, no Target organizing effort is currently being made with respect to the Company's employees; (iv) To the knowledge of Sellers, no current or former employee of the Company has any valid claim against the Company on account of or for (A)overtime pay, other than overtime pay for the current payroll period, (B)wages or salary (excluding current bonus, accruals and amounts accruing under pension and profit-sharing plans) for any period other than the current payroll period, (C)vacation, time off or pay in lieu of vacation or time off, other than as may be accrued on the books and records of the Company in accordance with the Accounting Principles or earned in respect of the current fiscal year, or (D)any violation of any Law relating to minimum wages or maximum hours of work, except to the extent that any of the foregoing is reflected on the June 30, 1999 Balance Sheet; and (v)To the knowledge of Sellers, there is no basis for which a party to or is bound by material claim may be made against the Company under any collective bargaining or similar agreement to which the Company is a party. (c)The Company has provided Buyer with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to a list of all employees of the TargetsCompany employed in the operation of the Business as of the date indicated thereon, (iv) to the Knowledge with their respective job titles, dates of Seller, there are no current union organizing activities among the employees employment and rates of a Target, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target iscompensation. To Sellers' knowledge, and except as otherwise disclosed herein, the Company has at all times been, in compliance complied and is presently complying in all material respects with all applicable Laws with respect to respecting employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance wages and occupational safety and healthhours, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target actually pending or, to the Knowledge knowledge of SellerSellers, threatened before or any Government Authority, including without limitation against the National Labor Relations Board, (viii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation Company before the Equal Employment Opportunity Commission, (x) no Target has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract or employment, any Law governing employment Commission or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, (xii) with respect to UK Target there is not a material number Department of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and haveLabor, or may have, a statutory any state or contractual right to return to work, (xiii) UK Target has not within the period local agency of two years preceding the date of this Agreement been a party to any "relevant transfer" (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended)) or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Xxx 0000similar jurisdiction. Except as set forth in Schedule 4.18(a), there are no severance agreements with any employees of a ---------------- Target3.18.
Appears in 1 contract
Labor Matters. (a) Schedule 3.21 contains a correct and complete list of all employees of the Sellers with respect to the Business whose direct annual compensation exceeds $50,000. Except as disclosed on Schedule 3.21, the employment of all employees of the Sellers is terminable at will by the Sellers, without any penalty or severance obligation incurred by the Sellers. Except as set forth on Schedule 3.21 and other than in the ordinary course of business consistent with past practices, neither of the Sellers will owe any amounts to any of its employees as of the Closing Date, including, without limitation, any amounts incurred for wages, bonuses, vacation pay, sick leave or any severance obligations other than amounts owed with respect to the then current pay period. Except as and to the extent set forth in Schedule -------- 4.18(a)3.21, (i) there is no labor strike, dispute, slowdown, stoppage or ------- lockout actually pending, or to neither of the Knowledge of Seller, threatened against or affecting any Target, (ii) no union claims to represent the employees of any Target, (iii) no Target Sellers is a party to any union agreement or is bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to any employees of the TargetsSellers and, to the Knowledge of either of the Sellers, no attempt to organize any of the employees of the Business has been made, proposed or threatened in the past three years, (ii) neither of the Sellers is, or within the past three years has been, subject to any Equal Employment Opportunity Commission charges or other claims of employment discrimination made against it, (iii) no Wage and Hour Department investigations have been made in the past 3 years of the Sellers, (iv) no labor strike, dispute, slowdown, stoppage or lockout is pending or, to the Knowledge of Sellereither of the Sellers, threatened against or affecting the Sellers, their respective Assets or the Business and during the past five (5) years there are no current union organizing activities among the employees of a Targethas not been any such action, (v) true and correct copies of all personnel policies, rules or procedures applicable to employees of each Target have heretofore been delivered to Purchaser, (vi) each Target is, and has at all times been, in compliance in all material respects with all applicable Laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, labor relations, pay equity, employment equity, workers' compensation, workplace safety and insurance and occupational safety and health, and are not engaged in any unfair labor practices as defined under applicable Law, including without limitation the National Labor Relations Act, (vii) there is no unfair labor practice charge or complaint against any Target either of the Sellers is pending or, to the Knowledge of Sellereither of the Sellers, threatened before or any Government Authority, including without limitation the National Labor Relations BoardBoard or any similar Governmental Authority, and (viiivi) there is no grievance arising out neither of any collective bargaining agreement or other grievance procedure, (ix) no charges with respect to or relating to any Target are pending before any Governmental Authority responsible for the prevention of unlawful employment practices, including without limitation before the Equal Opportunity Commission, (x) no Target Sellers has received any formal notice that any of the intent of employees listed on Schedule 2.21 will terminate or contemplates terminating his or her employment currently or at any Governmental Authority responsible for time within sixty (60) days after the enforcement of labor Closing Date or employment Laws to conduct an investigation with respect to or relating will otherwise not be available to the Target and no such investigation is in progress, (xi) there are no complaints, lawsuits or other proceeding pending or to Sellers. Since the Knowledge of Seller threatened in any forum by or on behalf of any present or former employee of a Target, any applicant for employment or classes enactment of the foregoingWorker Adjustment and Retraining Notification Act (the "WARN Act"), alleging breach neither of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, Sellers has effectuated (xiia) with respect to UK Target there is not a material number of persons employed (or previously employed) by a Target who are on secondment, maternity leave, absent on grounds of disability or other leave of absent and have, or may have, a statutory or contractual right to return to work, (xiii) UK Target has not within the period of two years preceding the date of this Agreement been a party to any "relevant transferplant closing" (as defined in the Transfer WARN Act) affecting any site of Undertakings employment or one or more facilities or operating units within any site of employment or facility of the Sellers; or (Protection of Employmentb) Regulations 1981 a "mass layoff" (as amended)defined in the WARN Act) affecting any site of employment or agreement for a relevant transfer nor been a party to or been obliged to be a party to any consultation in relation to any collective redundancies made pursuant to section 188 facility of the Trade Union and Labour Relations (Consolidation) Xxx 0000Sellers; nor has either of the Sellers been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law. Except as set forth in Schedule 4.18(a)3.21, there are no severance agreements with any none of the Sellers' employees of a ---------------- Targethas suffered an "employment loss" (as defined in the WARN Act) since six (6) months prior to the date hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)
