Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company. (b) Each of the Company and its Subsidiaries is, and has been since the date that is three (3) years preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries. (c) Since the date that is three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries. (e) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. (f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Southport Acquisition Corp), Merger Agreement (Angel Studios, Inc.), Merger Agreement (Southport Acquisition Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a4.15(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations Actions arising out of any collective bargaining agreement, or any similar agreement, or any other grievances or Actions against them, (iii) notice of any material charge or complaint Action with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit Action pending or other proceeding threatened in any forum by or on behalf of any present or former employee employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of foregoing.
(id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or any of the Company’s Subsidiaries with an annual base salary in excess of $150,000 has (whether oral or in writing) indicated an intention to terminate his or her employment.
(de) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(ef) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an a director or officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an a director or officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(fg) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause), or salary, other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020, through the date hereof. As of the date hereof, the Company and its Subsidiaries have no plans to engage in any layoffs, furloughs or employment terminations, salary, other compensation or benefits reductions, in each case, whether temporary or permanent, within the next six (6) months. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 2 contracts
Sources: Merger Agreement (Xos, Inc.), Merger Agreement (NextGen Acquisition Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure LetterSchedule 4.11, neither the Company nor any of its Subsidiaries no Seller is a party to a collective bargaining agreement governing the terms or bound by conditions of employment for any Employees. Except as set forth in Schedule 4.18(b), to the Knowledge of Sellers, there is not now nor has there been since December 31, 1999 any actual or threatened: (i) unfair labor practice charge or complaint involving any Employee pending before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) grievance or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of or under any collective bargaining agreementagreement pending before any Governmental Authority involving any Employee, or any similar agreement, no such agreement is being negotiated by the Company or (iv) union organizing of any of the Company’s SubsidiariesEmployees; (v) labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has paid in full to all of its Employees providing services to the System all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees. Except as set forth in Schedule 4.18(d), currently, and within the past five years, no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought been certified to represent any of the employees Employees for purposes of the Company or its Subsidiaries. To the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries is, and has been since the date that is three (3) years preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since the date that is three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) hereinbargaining, no such matters are pending or, union claims to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present represent or former employee, worker or independent contractor of the Company or is seeking to represent any of the Company’s Subsidiaries is in material violation Employees for purposes of (i) collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any material restrictive covenant, nondisclosure obligation or fiduciary duty to union for the Company or purposes of collective bargaining for any of the Company’s Subsidiaries or (iiEmployees. Schedule 4.18(e) any material restrictive covenant or nondisclosure obligation to includes a former employer or engager complete list of any such individual relating to (A) the right all Employees, along with their respective job titles, dates of any such individual to work for or provide services to the Company or any hire and rates of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreementpay, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement along with a current or former officer, employee or independent contractor list of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former all independent contractors performing services for the System, as such or its current or former employees as exempt or nonexempt from wage and hour Lawsof June 30, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole2003.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/)
Labor Relations; Employees. (a) Except as set forth on Section Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance with all applicable Laws respecting labor and employment including including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) written notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s its Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(f) Since January 1, 2020 and through the date that is three (3) years preceding the date of this Agreementhereof, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken as a wholefurloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, triggering the notice requirements under the WARN Act.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) 4.14 of the Company Disclosure Letter, neither :
(a) (i) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreementagreement or other labor-related agreement or arrangement with any labor union or other employee representative body, or any similar agreement, (ii) no such collective bargaining agreement or other labor-related agreement is being negotiated by the Company or any of the Company’s Subsidiaries, (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or other employee representative body with respect to their employment with the Company or its Subsidiaries and (iv) no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is no labor organization activity involving any employees of Subsidiaries with respect to their employment with the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material arbitration, strike, slowdown, work stoppage, lockout lockout, or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues (including the Families First Coronavirus Response Act) and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since The Company and its Subsidiaries are not delinquent in any material payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.
(d) In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written notice (including notice via electronic means) of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, immigration or occupational safety and health Laws to conduct an investigation with respect to or relating to them or written notice (including notice via electronic means) that such investigation is in progress, progress or (v) written notice (including notice via electronic means) of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(de) To the knowledge of the Company, no employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above intends to terminate his or her employment.
(f) The Company and its Subsidiaries are not and have not been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(eh) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (ix) an officer of the Company or any of the Company’s Subsidiaries or (iiy) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(fi) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations of employment. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Revolution Acceleration Acquisition Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreementagreement or arrangement, (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To , and (iv) there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, there is no labor organization activity involving any employees of threatened in writing to be brought or filed with the Company National Labor Relations Board or any of its Subsidiariesother applicable labor relations authority. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, labor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s SubsidiariesSecrets.
(e) Since In the date that is past three (3) years preceding years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs or furloughs or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof.
(f) In the past three (3) years, (i) no allegations of this Agreementsexual harassment or sexual misconduct have been made in writing, neither or, to the Company nor any knowledge of the Company’s Subsidiaries has entered into a settlement agreement with a , threatened to be made against or involving any current or former officer, director or other employee at the level of Vice President or above by any current or former officer, employee or independent contractor individual service provider of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassmentits Subsidiaries, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or and (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s its Subsidiaries has misclassified its entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any current or former independent contractors as such officer, director or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeother key employee.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(e) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(f) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified mis-classified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp. V)
Labor Relations; Employees. (a) The Company has provided to Acquiror a true and complete anonymized list of all employees of the Company or any of its Subsidiaries, with an indication as to: (i) title or position; (ii) whether full or part time; (iii) hire date; and (iv) location.
(b) Except as set forth on Section 4.14(a4.14(b) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To In the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, picketing, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(bc) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment including including, but not limited to, all applicable Laws respecting terms and conditions of employment, health and safety, wages and hours, meal and rest breaks, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, work authorization and immigration, employment discrimination, harassment, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, maternity benefits, employee leave issues and unemployment insurance, except where insurance (including under the failure to comply would not reasonably be expected to be, individually or in federal Emergency Paid Sick Leave Act and the aggregate, material to the business federal Emergency Family and Medical Leave Expansion Act). Each of the Company and its Subsidiaries.
(c) Since Subsidiaries currently properly classify, and for the date that is past three (3) years preceding has properly classified, each person who performs or performed services for the date Company or such Subsidiary as an employee or independent contractor and (with respect to their U.S. employees) as exempt or non-exempt under the Fair Labor Standards Act and similar state and local Laws. Neither the Company nor any of this Agreementits Subsidiaries has any liability as a joint employer with respect to any temporary employees leased or staffed through a third-party entity.
(d) In the past three (3) years, the Company and its Subsidiaries have not received (i) written notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against themthe Company or any of its Subsidiaries, (ii) written notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against the Company or any of its Subsidiaries, (iii) written notice of any material charge or complaint with respect to or relating to them the Company or any of its Subsidiaries pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them the Company or any of its Subsidiaries or notice that such investigation is in progress, or (v) written notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present current or former employee employees against the Company or any of such entities, any applicant for employment or classes of the foregoing alleging its Subsidiaries related to breach of any express or implied Contract of employment, any applicable Law governing unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hour, or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or aboveSubsidiaries. To the knowledge of the Company, since in the date that is past three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (ix) an officer of the Company or any of the Company’s Subsidiaries or (iiy) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or aboveSubsidiaries.
(f) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state, local or foreign Law relating to group terminations.
(g) There are adequate resources available to meet any liability arising in the Indian Subsidiary on account of gratuity payments, as a wholethe same has neither been funded nor covered through specific gratuity insurance.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a(i) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreementagreement or other labor-related agreement or arrangement with any labor union or other employee representative body, or any similar agreement, (ii) no such collective bargaining agreement or other labor-related agreement is being negotiated by the Company or any of the Company’s Subsidiaries, (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or other employee representative body with respect to their employment with the Company or its Subsidiaries, and (iv) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to organize or represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is no labor organization activity involving any employees of Subsidiaries with respect to their employment with the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each Except as set forth on Section 4.14(b), each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since Except as set forth on Section 4.14(c) of the date that is Company Disclosure Letter, in the past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of .
(id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or any of the Company’s Subsidiaries having an annual base salary is in excess of $350,000 per year intends to terminate his or her employment within the next twelve (12) months.
(de) To Except as set forth on Section 4.14(e) of the Company Disclosure Letter, the Company and its Subsidiaries are not and have not been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(f) Except as set forth on Section 4.14(f) of the Company Disclosure Letter, to the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in violation in any material violation respect of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s SubsidiariesSecrets.
(eg) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or abovein a senior managerial position. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or abovein a senior managerial position.
(fh) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local Law relating to group terminations of employment. Except as set forth on Section 4.14(h) of the Company Disclosure Letter, the Company and its Subsidiaries have not engaged in layoffs, furloughs, terminations of employment (other than for cause, which, for the avoidance of doubt, includes termination of employment for poor performance) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Aspirational Consumer Lifestyle Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(f) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp. II)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) Each of the Company Disclosure Letterand its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, neither terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, except for failures to comply which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state, provincial or foreign agency. As of the date hereof, there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any . As of the Company’s Subsidiaries, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Companydate hereof, there is are no labor organization activity involving any union organizing activities among the employees of the Company or any of its Subsidiaries. Since All current assessments under workers compensation or workplace safety and insurance Laws have been paid or accrued by the Company and its Subsidiaries and each of the Company and its Subsidiaries has not been and is not subject to any material special or penalty assessment under such legislation that has not been paid. Neither the Company nor any Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the last six months that remains unsatisfied. Neither the Company nor any Subsidiary has any direct or indirect material liability, whether absolute or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.
(b) Section 4.14(b) of the Disclosure Schedule contains a list, as of the date hereof, of each pension, profit-sharing, savings or other retirement, compensation, employment, individual consulting, change in control, termination, deferred compensation, stock option, stock appreciation, stock purchase, performance share or other equity-based compensation, bonus or other incentive compensation, severance or termination pay, health, disability and group insurance or benefit plan, program, agreement or arrangement, as well any other “employee benefit plan” (within the meaning of section 3(3) of ERISA), whether or not subject to ERISA, whether formal or informal, oral or written, that the Company and its Subsidiaries sponsor, maintain, or contribute to, or with respect to which the Company and its Subsidiaries have or will have any liability or contingent liability, with respect to current or former employees, directors or individual consultants of the Company and its Subsidiaries (each such plan, program, agreement or arrangement, a “Plan”).
(c) The Company has made available to Buyer or Buyer’s counsel with respect to each Plan (other than a “multiemployer plan” within the meaning of section 3(37) of ERISA (each such plan, a “Multiemployer Plan”)) (i) a true and complete copy of each Plan and all amendments thereto; (ii) the most recent IRS determination or opinion letter (if any), and the most recent Form 5500 annual report (if any), and all schedules thereto, required to be filed in connection with such Plan; (iii) all financial and accounting statements and reports for each of the last three years and all reports, statements, valuations, returns and correspondence for each of the last three years which affect premiums, contributions, refunds, deficits or reserves under any Plan (whether or not filed with a Governmental Entity); (iv) the current summary plan description and all other material written communications by the Company or its Subsidiaries to employees concerning benefits provided under a Plan; (v) for the last three years, all correspondence with any Governmental Entity regarding a Plan; (vi) the three most recent annual information returns; (vii) all trust agreements, funding agreements, insurance contracts and policies, investment management agreements, subscription and participation agreements, benefit administration contracts, and any financial administration contracts; and (viii) all legal opinions, consultants’ reports and correspondence relating to the administration or funding of any Plan or the use of funds held thereunder.
(d) Each Plan (other than a Multiemployer Plan) that is three (3intended to be “qualified” within the meaning of section 401(a) years preceding of the Code is so qualified and has received a favorable determination or opinion letter from the IRS that remains in effect on the date hereof and, to the knowledge of this Agreementthe Company, there no event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. With respect to each Plan (other than a Multiemployer Plan), all reports, returns, notices and other documentation that are required to have been filed with or furnished to any Governmental Entity, or to the participants or beneficiaries of such Plan have been filed or furnished on a timely basis. All contributions or premium payments required to have been made by the Company, any of its Subsidiaries or any ERISA Affiliate under the terms of any Plan, or in accordance with applicable Law, have been timely made or reflected on the Company’s financial statements in accordance with GAAP. None of Company, its Subsidiaries or, to the knowledge of Company, any other disqualified person or party in interest (as such terms are defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction, act or omission to act in connection with any Plan that could reasonably be expected to result in the imposition of a penalty or fine pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code. No individual who has performed services for the Company or any Subsidiary has been improperly excluded from participation in any Plan.
(e) No Plan (including, for such purpose, any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is sponsored by an ERISA Affiliate of the Company or its Subsidiaries or which was sponsored by the Company, any of its Subsidiaries or any ERISA Affiliate thereof within the preceding three years or with respect to which any of the Company, its Subsidiaries and their respective ERISA Affiliates has, or within the preceding three years, had any liability, whether contingent or otherwise) is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA (each such Plan (other than a Multiemployer Plan), a “Title IV Plan”). No Title IV Plan has (i) incurred any “accumulated funding deficiency” within the meaning of Section 412 of the Code or Section 302 of ERISA or any outstanding liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation (the “PBGC”), or to a trustee appointed under Section 4042 of ERISA; or (ii) been terminated within the last three years. No proceedings have been instituted to terminate or appoint a trustee under Title IV of ERISA to administer any Title IV Plan. No “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any Title IV Plan that would reasonably be expected to result in any liability for the Company or any Subsidiary. All premiums due the PBGC with respect to the Title IV Plans have been paid. There has been no actual material change in the financial condition of any Title IV Plan since the last day of its most recent fiscal year.
(f) No Plan: (i) constitutes a Multiemployer Plan; or (ii) is maintained, sponsored or administered by an entity other than the Company or a Subsidiary. Neither the Company or any of its Subsidiaries, nor any ERISA Affiliate thereof has incurred any unsatisfied withdrawal liability under Title IV of ERISA to any Multiemployer Plan.
(g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Plan (other than a Multiemployer Plan) has been established, registered, funded, invested, operated and administered in accordance with its terms and applicable Laws and will continue to be so operated until the Closing Date. All data necessary to administer each Plan (other than a Multiemployer Plan) is in the possession of the Company or its Subsidiaries or their agents and is in a form which is sufficient for the proper administration of the Plan in accordance with its terms and all Laws and such data is complete and correct. None of the Plans, or any insurance contract relating thereto, require or permit a retroactive increase in premiums or payments, or require additional premiums or payments on termination of the Plan or any insurance contract relating thereto.
(h) Other than routine claims for benefits, there are no Actions pending or, to the knowledge of the Company, threatened strikewith respect to any Plan (other than a Multiemployer Plan).
(i) The consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or subsequent events): (A) result in any material payment becoming due to any current or former employee, slowdown, work stoppage, lockout director or other material labor dispute against or affecting consultant of the Company or its Subsidiaries, (B) increase any Subsidiary benefits otherwise payable under any Plan, (C) result in the acceleration of time of payment or vesting of any such benefits, or (D) result in any “excess parachute payment” for purposes of Section 280G or 4999 of the CompanyCode.
(bj) Each No Plan provides welfare benefits after termination of employment or service except to the extent required by applicable Law.
(k) The Company and its Subsidiaries have complied in all material respects with Section 409A of the Code with respect to any interest granted or awarded pursuant to a Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code), and no Person had a legally binding right to an amount under such a nonqualified deferred compensation plan, which to the knowledge of the Company would subject such Person to the taxes imposed by Section 409A of the Code, and neither the Company nor any of its Subsidiaries has any indemnity obligations for any Taxes imposed under Section 409A of the Code.
(l) None of the Canadian Pension Plans has an Unfunded Liability. Where such an Unfunded Liability is disclosed, Section 4.14(l) of the Disclosure Schedule shall disclose the date of the most recent actuarial valuation (whether or not such actuarial valuation is filed with a Governmental Entity) which discloses the Unfunded Liability. For this purpose, “Unfunded Liability” means an unfunded liability in respect of any Canadian Pension Plan, including a going concern unfunded liability, a solvency deficiency or wind-up deficiency. No event has occurred respecting any Canadian Pension Plan which would entitle any Person (without the Consent of the Company and its Subsidiaries isSubsidiaries) to wind-up or terminate any Canadian Pension Plan, and in whole or in part. Where any Canadian Pension Plan has been since the date that is three (3) years preceding the date partially or fully wound-up or terminated, all assets, including any surplus attributable to such partial or full wind-up or termination have been fully distributed in accordance with all Laws. For purposes of this Agreement, in compliance with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker statusSection 4.14(l), child labor“Canadian Pension Plans” means Plans providing pensions, immigration, employment discrimination, disability rights superannuation benefits or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure retirement savings to comply would not reasonably be expected to be, individually current or in the aggregate, material to the business former Canadian employees of the Company and its Subsidiaries.
(c) Since the date that is three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a4.13(a) of the Company Member Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union union, labor organization, works council or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any material unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, material grievances or arbitrations Actions arising out of any collective bargaining agreement, works council agreement, or any similar agreement or any other grievances or Actions against them, (iii) notice of any material charge or complaint Action with respect to or relating to them pending before the Equal Employment Opportunity Commission Commission, California Department of Fair Employment and Housing or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of workhours, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit Action pending or other proceeding threatened in any forum by or on behalf of any present or former employee employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatenedforegoing.
(d) To the knowledge of the Company, no present employee of the Company or its Subsidiaries with an annual base salary in excess of $130,000.00 intends to terminate his or her employment.
(e) To the knowledge of the Company, no current or former employee, worker or independent contractor of the Company or any of the Company’s its Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(ef) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s its Subsidiaries has entered into is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation by either (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Sr. Manager or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation have been made against (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Sr. Manager or aboveabove in each case, in their capacity as such.
(fi) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Worker Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations, and (ii) the Company, taken as a wholewhole with its Subsidiaries, employs or otherwise engages the Persons sufficient to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 1 contract
Sources: Equity Purchase Agreement (Waldencast Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) 4.14 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s its Subsidiaries, and no labor union or any other employee representative bodyhas requested or, to the knowledge of the Company’s knowledge, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there There is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting involving the Company or any Subsidiary pending, or to the Company’s knowledge threatened, nor is the Company aware of any labor organization activity involving any employees of the CompanyCompany or any Subsidiary.
(b) Each of the The Company and its Subsidiaries is, and has been since the date that is three (3i) years preceding the date of this Agreement, are in material compliance with all applicable Laws respecting labor and employment, including obligations under the National Labor Relations Act and any notice and other requirements under the Workers’ Adjustment and Retraining Notification Act (“WARN”) and any similar state or local law; (ii) has not committed any unfair labor practices, (iii) has no material pending or threatened claims or controversies regarding employment, terms of employment including all Laws respecting terms and conditions or termination of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since To the date that is three knowledge of the Company, no employee of the Company or any of its Subsidiaries with annual compensation in excess of $300,000 intends to terminate his or her employment.
(3d) years preceding The Contracts listed on Section 4.14 of the Company Disclosure Letter include all individual written employment, consulting, retention, change in control bonus or severance agreements to which, as of the date of this Agreement, either the Company and or any of its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint is a party with respect to any current employee whose compensation or relating to them before benefits during the Equal Employment Opportunity Commission fiscal year ending December 31, 2015 exceeds $300,000 and which may not be terminated at will, or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) by giving notice of thirty (30) days or less, without cost or penalty. The Company has delivered or made available to Acquiror true, correct and complete copies of each such Contract, as amended to date. Notwithstanding the intent of any Governmental Authority responsible for the enforcement of laborforegoing, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is no employment agreement need be set forth in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes Section 4.14 of the foregoing alleging breach Company Disclosure Letter or disclosed to Acquiror if such employment agreement does not relate to an employee who did not receive compensation or benefits during the fiscal year ending December 31, 2015 exceeding the currency equivalent of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened$300,000.
(de) To the knowledge of the Company, no present or former employee, worker employee or independent contractor of the Company or any of the Company’s its Subsidiaries with annual compensation in excess of $300,000 is in material violation of (i) any material term of any restrictive covenant, nondisclosure obligation or fiduciary duty (i) to the Company or any of the Company’s its Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s its Subsidiaries.
(ef) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s its Subsidiaries has entered into a settlement agreement with a current are “contractors” or former officer, employee “subcontractors” as defined by Executive Order 11246 or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating required to sexual harassment, sexual misconduct or discrimination by either (i) maintain an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or aboveaffirmative action plan.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (GP Investments Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure LetterSchedule sets forth with respect to each current employee of the Company and its Subsidiaries, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall, (i) the name of such employee, the date as of which such employee was originally hired by the Company or Subsidiary and whether the employee is on an active or inactive status, (ii) such employee’s title, (iii) such employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and paid time off accrual amounts, target bonus and commission, if applicable, and (iv) whether such employee is not fully available to perform work because of a qualified disability or other leave and, if applicable, the type of leave (e.g., disability, workers’ compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service.
(b) The Company has made available to the Purchaser Entities true, correct and complete copies of all material employee manuals and handbooks, policy statements and other materials in effect as of the date of this Agreement relating to the employment of the employees of the Company and its Subsidiaries.
(c) Except as set forth in Section 4.14(c) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting employment and employment practices (including equal employment opportunity Laws), terms and conditions of employment, workers’ compensation, immigration, affirmative action, employee privacy, plant closings, wages, hours or work and occupational safety and health, and is not engaged in any act or practice which would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, (ii) neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or like organization, nor is any similar agreementsuch contract or agreement presently being negotiated, no such agreement nor, to the Knowledge of the Company, is being negotiated by there, a representation campaign respecting any of the employees of the Company or any of the Company’s Subsidiaries, and (iii) there is no unfair labor union practice, grievance, charge, complaint, audit or investigation against the Company or any other employee representative bodyof its Subsidiaries pending or, to the knowledge Knowledge of the Company, has requested threatened by or has sought before any Governmental Authority with respect to represent any of the current or former employees of the Company or any of its Subsidiaries. To , (iv) there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting or, to the knowledge Knowledge of the Company, there is threatened in writing against the Company or any of its Subsidiaries and (v) and no labor union or like organization activity involving has bargaining rights with respect to any employees of the Company or any of its Subsidiaries. Since the date that is three .
(3d) years preceding the date of this AgreementThere are no Proceedings, there has been no actual orpending Proceedings, nor, to the knowledge Knowledge of the Company, threatened strike, slowdown, work stoppage, lockout Proceedings pursuant to any Laws relating to the employees or other material labor dispute against or affecting former employees of the Company or any Subsidiary of its Subsidiaries, including with respect to wrongful dismissal, employment standards, human rights, privacy, and occupational health and safety legislation. To the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to lead to a Proceeding under any such Laws.
(be) Each The Company and its Subsidiaries are not delinquent in payments to any employees or former employees of the Company or its Subsidiaries for any wages or other direct compensation, including bonuses, incentive pay, overtime pay, holiday pay, commissions, severance pay, termination pay, or any other forms of compensation whatsoever for any services performed by them or owing to them pursuant to any Laws or Contract.
(f) All current assessments under applicable Laws related to workers’ compensation insurance relative to the employees of the Company and its Subsidiaries is, and has have been since the date that is three (3) years preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights paid or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of accrued by the Company and or its Subsidiaries.
(cg) Since Except as set forth in Section 4.14(g) of the Company Disclosure Schedule, the Company and its Subsidiaries do not sponsor, maintain, contribute to, nor are they otherwise a party to, any plan, program, policy, agreement or other arrangement that is (i) an “employee welfare plan” within the meaning of Section 3(1) of ERISA, (ii) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, (iii) an equity option, equity purchase, equity appreciation right or other equity-based plan, program, policy, agreement or other arrangement, (iv) an individual employment, consulting, termination, severance, retention, change in control or other similar agreement or (v) a bonus, incentive, deferred compensation, profit-sharing, health, welfare, retirement, post-retirement, vacation, severance or termination pay, benefit or fringe-benefit plan, program, policy, agreement or other arrangement (each such plan, program, policy, agreement or arrangement being hereinafter referred to in this Agreement individually as a “Company Plan”), and the Company and its Subsidiaries do not have and could not reasonably expect to have any liability with respect to any Company Plan that has been terminated prior to the date hereof.
(h) With respect to each material Company Plan, the Company has made available to the Purchaser Entities, to the extent applicable, true, correct and complete copies of (i) all documents embodying each material Company Plan, including, without limitation, all amendments thereto and all related trust documents or other funding vehicles, (ii) written descriptions of any material Company Plans that are not set forth in a written document, (iii) the most recent summary plan description together with the summary or summaries of material modifications thereto, (iv) the three most recent annual actuarial valuations, (v) the most recent determination or opinion letter issued by the IRS with respect to any material Company Plan and related trust intended to be qualified under Section 401(a) of the Code and any pending request for such a determination letter, (vi) the three most recent annual reports (Form 5500 and all schedules and financial statements attached thereto), (vii) all material correspondence to or from the IRS, the DOL, the Pension Benefit Guaranty Corporation or any other Governmental Authority received in the last three years with respect to any material Company Plan, including any filings under the IRS’ Employee Plans Compliance Resolution System Program or any of its predecessors or the DOL’s Delinquent Filer Voluntary Compliance Program, (viii) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) and (ix) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts and group insurance contracts.
(i) Each Company Plan that is three intended to be “qualified” within the meaning of Section 401(a) of the Code (3or any prototype plan with respect to which a Company Plan has been adopted) years preceding has received a favorable determination or opinion letter from the date IRS as to its qualification (or, if not determined to be so qualified, each such Company Plan may still be amended within the remedial amendment period to cure any qualification defect to the extent permitted by Law). To the Knowledge of this Agreementthe Company, no event has occurred or circumstance exists that could reasonably be expected to give rise to disqualification or jeopardize the tax-qualified status of such Company Plan or related trust.
(j) All contributions due with respect to any Company Plan that is subject to Title I of ERISA have been made in all material respects as required under ERISA.
(k) No Company Plan is subject to the provisions of Section 412 of the Code or Title IV of ERISA (“ERISA Pension Plan”), and, with respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any obligation or Liability in connection with any such plan.
(l) No Company Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any obligation or Liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA).
(m) To the Knowledge of the Company, the Company, any Company Plan, any trustee, administrator or other third-party fiduciary and/or party-in-interest thereof, has not engaged in any breach of fiduciary responsibility or any non-exempt “prohibited transaction” with respect to any Company Plan (within the meaning of Section 4975 of the Code or Section 406 of ERISA). The Company has not engaged in a transaction that would reasonably be expected to result in a civil penalty under Sections 409 or 502(i) of ERISA.
(n) Each Company Plan (including any related trusts) has, in all material respects, been established, operated and administered in accordance with its terms and applicable Laws, including, without limitation, ERISA, the Code, COBRA, the Family and Medical Leave Act of 1993, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. Neither the Company nor its Subsidiaries has received in the last six years, any notice from any Person questioning or challenging such compliance, and the Company and its Subsidiaries have no Knowledge of any such notice beyond the last six years.
(o) Other than routine claims for benefits, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of the Company, threatened with respect to any Company Plan, and no facts or circumstances exist which could reasonably be expected to give rise to any such investigation or claim.
(p) There are no loans by the Company or any of its Subsidiaries to any of their current or former employees, other than loans under any Company Plan intended to qualify under Section 401(k) of the Code.
(q) To the Knowledge of the Company, the Company and its Subsidiaries have not received made any binding commitment to modify, change or terminate any Company Plan, other than with respect to a modification, change or termination required by Law, and there has been no written interpretation or written announcement by the Company or its Subsidiaries to any Company Plan participant regarding any Company Plan that would increase the expense of maintaining such Company Plan above the level or expense incurred with respect to that plan for the most recent fiscal year.
(r) The Company does not maintain, contribute to, or have an obligation to contribute to any plan or other arrangement (whether or not a Company Plan) providing, or have any obligation to provide, health, disability, or life insurance or other welfare-type benefits for retired or terminated directors, officers or employees (or their beneficiaries) other than as required by applicable Law.
(s) Except as set forth on Section 4.14(s) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) notice of entitle any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker director, officer or independent contractor of the Company or any of its Subsidiaries to severance pay or any increase in severance pay, (ii) accelerate the Company’s Subsidiaries is in material violation time of payment or vesting, or increase the amount of compensation due to any such employee, director, officer or independent contractor, (iiii) any material restrictive covenant, nondisclosure obligation directly or fiduciary duty to indirectly cause the Company or any of the Company’s its Subsidiaries to transfer or set aside any assets to fund any benefits under any Company Plan, (iv) otherwise give rise to any Liability under any Company Plan or (iiv) any material restrictive covenant limit or nondisclosure obligation restrict the right to a former employer merge, amend, terminate or engager transfer the assets of any such individual relating to (A) Company Plan on or following the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s SubsidiariesClosing Date.
(et) Since Each Company Plan can be amended, terminated or otherwise discontinued after the date Closing Date in accordance with its terms, without material liabilities to the Purchaser Entities, the Company and its Subsidiaries other than ordinary administration expenses typically incurred in a termination event.
(u) The Company and its Subsidiaries do not have any obligation to gross up, indemnify or otherwise reimburse any individual for any taxes, interest or penalties incurred pursuant to Section 409A of the Code.
(v) Neither the Company nor any of its Subsidiaries has any Liability, and could not reasonably expect to have any Liability, relating to the Correvio LLC Unit Option Plan (formerly known as the Iroko Cardio LLC Unit Option Plan) or the European Incentive Compensation Plan of Correvio LLC (formerly known as the European Incentive Compensation Plan of Iroko Cardio LLC).
(w) The Company and its Subsidiaries have complied in all material respects with its and their legal obligations with respect to each scheme or arrangement mandated by a government (other than the United States) and applicable to any of its employees in any jurisdiction outside of the United States and with respect to each Company Plan that is three subject to the Laws of a jurisdiction outside of the United States (3a “Foreign Benefit Plan”). The Company and its Subsidiaries’ mandatory contributions to any Foreign Benefit Plan (where applicable) years preceding have been made in all material respects as required, and the level of coverage provided under any insurance policy relating to any Foreign Benefit Plan (where applicable) is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, neither with respect to all current and former participants in such Foreign Benefit Plan. No transaction contemplated by this Agreement shall cause such contributions or insurance obligations to be less than such benefit obligations. Each Foreign Benefit Plan which, under the Company nor Laws of any jurisdiction outside of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officerUnited States, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected required to be material registered or approved by any Governmental Authority, has been so registered and approved and has been maintained in good standing with applicable Governmental Authority, and if intended to the Company and its Subsidiariesqualify for special tax treatment, taken as a wholemeets all requirements for such treatment.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Cardiome Pharma Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreementagreement or arrangement, (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To , and (iv) there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, there is no labor organization activity involving any employees of threatened in writing to be brought or filed with the Company National Labor Relations Board or any of its Subsidiariesother applicable labor relations authority. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, labor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s SubsidiariesSecrets.
(e) Since In the date that is past three (3) years preceding years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs or furloughs or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof.
(f) In the past three (3) years, (i) no allegations of this Agreementsexual harassment or sexual misconduct have been made in writing, neither or, to the Company nor any knowledge of the Company’s Subsidiaries has entered into a settlement agreement with a , threatened to be made against or involving any current or former officer, director or other employee at the level of Vice President or above by any current or former officer, employee or independent contractor individual service provider of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassmentits Subsidiaries, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or and (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s its Subsidiaries has misclassified its entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any current or former independent contractors as such officer, director or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeother key employee.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) in the past three (3) years, no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To In the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practicesCommission, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to in each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Lawscase, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(d) In the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations, the liability for which has not been satisfied in all material respects. The Company and its Subsidiaries have not engaged in material layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Northern Genesis Acquisition Corp. II)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, agreement or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s 's Subsidiaries, and no labor union or any other employee representative bodybody (the "Employee Representative") has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries.
(b) Except as set forth on Section 4.14(b) of the Company Disclosure Letter, there is no Employee Representative which must be notified or consulted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. To the knowledge of the Company, there is no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, unfair labor claim, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(bc) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment including in all material respects including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hourshours (including minimum wage and payment of overtime), meal and rest breaks, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ ' compensation, and labor relations. The Company and its Subsidiaries have in their files a Form I-9 that, to the knowledge of the Company, was completed in accordance with applicable Law in all material respects for each employee leave issues for whom such form was required under applicable Law.
(d) Except as set forth on Section 4.14(d) of the Company Disclosure Letter, as of the date of this Agreement, and unemployment insurancein the past three (3) years preceding the date of this Agreement,] there are no pending or, to the knowledge of the Company, threatened lawsuits, actions, suits, judgements, claims proceedings under any labor and employment Laws against the Company or any of the Company's Subsidiaries, except where the failure to comply as would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since Subsidiaries taken as a whole. In the date that is past three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, audits, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, or (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, except in each case as would not be, or (v) notice of any would not reasonably be expected to be, material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to and its Subsidiaries, taken as a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiarieswhole.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s 's Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or individual independent contractor of the Company or any of the Company’s 's Subsidiaries that that has outstanding unfulfilled obligations in excess of $100,000 involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s 's Subsidiaries or (ii) an employee of the Company or any of the Company’s 's Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreement, no allegations of Legal Proceedings alleging sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s 's Subsidiaries or (ii) an employee of the Company or any of the Company’s 's Subsidiaries at the level of vice president Vice President or above.
(f) Since In the date that is three past four (34) years preceding the date of this Agreement, neither the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Acquiror.
(g) The Company delivered to Acquiror an Employee Census prior to the date hereof that was true, correct and complete in all material respects as of the date on which it is delivered.
(h) Neither the Company nor any of its Subsidiaries is liable for any material delinquent payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority (other than the Company’s Subsidiaries has misclassified its current United States) in violation of a statutory obligation, or former independent contractors as such with respect to any material unemployment compensation benefits, social security, insurance, work or its current other statutory benefits or former employees as exempt or nonexempt from wage obligations including gratuity payments and hour Lawsprovident fund contributions, except as would not reasonably be expected in each case required by any Governmental Authority (other than the United States) (other than routine payments to be material to made in the Company normal course of business and its Subsidiaries, taken as a wholeconsistent with past practice).
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each Except as would not, and would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any material unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, material grievances or arbitrations Actions arising out of any collective bargaining agreement, works council agreement, or any similar agreement or any other grievances or Actions against them, (iii) notice of any material charge or complaint Action with respect to or relating to them pending before the Equal Employment Opportunity Commission Commission, California Department of Fair Employment and Housing or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of workhours, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit Action pending or other proceeding threatened in any forum by or on behalf of any present or former employee employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of foregoing.
(id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or its Subsidiaries with an annual base salary in excess of $250,000 intends to terminate his or her employment.
(de) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s its Subsidiaries is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information information.
(f) Except as would not, and would not reasonably be expected to, individually or in connection with such individual’s work for or services the aggregate, be material to the Company or any of the Company’s and its Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreement, taken as a whole, neither the Company nor any of the Company’s its Subsidiaries has entered into is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation by either (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Sr. Manager or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation have been made against (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Sr. Manager or above.
(fg) Since the date that is three (3) years preceding the date of this AgreementExcept as would not, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) in the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations and (ii) the Company, taken as a whole with its Subsidiaries, employs or otherwise engages the Persons sufficient to operate the business of the Company and its Subsidiaries as currently conducted.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a3.13(a) of the Company BT Disclosure Letter, neither none of the Company nor any of its Subsidiaries BT Companies is a party to or bound by any collective bargaining agreement, CBA or any bargaining obligation with any labor union, works council, labor organization or other similar agreement, employee representative body; no such agreement is being negotiated by the Company or any of the BT Company’s Subsidiaries, and ; no labor union union, works council, labor organization or any other similar employee representative bodybody has requested or, to the knowledge of the CompanyBT Companies, has requested or has sought to represent any of the employees of the Company BT Companies; and none of the employees of any of the BT Companies is represented by a labor union, works council, labor organization or its Subsidiariessimilar employee representative body with respect to their employment with any BT Company. To the knowledge of the CompanyBT Companies, in the past three years there is has been no labor organization organizing activity involving any employees of the Company or any of its SubsidiariesBT Companies. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the CompanyBT Companies, threatened unfair labor practice charge, material grievance, labor arbitration, strike, slowdown, work stoppage, lockout lockout, picketing, hand billing, or other material labor dispute against the BT Companies or affecting the Company involving any employees or any Subsidiary individual independent contractors of the CompanyBT Companies in respect of their employment or service with the BT Companies.
(b) Each of the Company and its Subsidiaries isThe BT Companies are, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment employment, including all applicable Laws respecting terms and conditions of employment, employment standards, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigrationimmigration (including with respect to the completion of Forms I-9 and visa requirements), employment discriminationharassment, discrimination and retaliation, human rights accessibility, pay equity, COVID-19, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffslayoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)), affirmative action, workers’ compensation, labor relations, employee leave issues issues, paid time off, and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, . There are no material to the business of the Company and its Subsidiaries.
(c) Since the date that is three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are Legal Proceedings pending or, to the knowledge of the CompanyBT Companies, threatened, relating to current or former employees of any BT Company.
(c) Except as would not result in a BT Material Adverse Effect:
(i) each BT Company has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to its current and former employees and independent contractors under applicable Law or Contract; and (ii) each individual who is providing or within the past three years has provided services to any BT Company and is or was classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider is and has been properly classified and treated as such for all applicable purposes.
(d) To the knowledge of the CompanyBT Companies, no present all sexual harassment, or former employeeother discrimination, worker retaliation or independent contractor of material policy violation allegations involving any officer, director, Key Employee or other employee with material, supervisory duties within the Company or any of the Company’s Subsidiaries is past three years have been investigated and addressed in material violation of (i) accordance with applicable Law. The BT Companies do not reasonably expect any material restrictive covenant, nondisclosure obligation or fiduciary duty liability with respect to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesallegations.
(e) Since the date that No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or material reduction in salary or wages has occurred since March 1, 2020 or is three (3) years preceding the date currently contemplated, planned or announced, as a result of this Agreement, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company COVID-19 or any of the Company’s Subsidiaries that involves allegations relating Law, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or above. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president or aboveCOVID-19.
(f) Since the date that is three (3) years preceding the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Transaction Agreement (GSR II Meteora Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of .
(id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or any Company’s Subsidiaries with annual base salary of $250,000 or more or at the level of Vice President or higher intends to terminate his or her employment.
(de) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(ef) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is three last five (35) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(fg) Since In the date that is three past four (34) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp. III)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a4.13(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(e) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(f) Since To the date that is Company’s knowledge, in the past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s and its Subsidiaries has misclassified have been in material compliance with respect to properly classifying its and their current or former independent contractors as such or and its and their current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (One)
Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union union, works council or any other employee representative bodybody has, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in material compliance with all applicable Laws respecting labor and employment including concerning the Company’s and its Subsidiaries and Direct Consultants including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any material charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in before any forum Governmental Authority by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, or to the knowledge of the Company, threatened. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, no Governmental Authority has determined that the Company or its Subsidiaries has misclassified any individual as a non-employee.
(d) To the knowledge of the Company, no employee of the Company or any Company’s Subsidiaries at the executive level intends to terminate his or her employment.
(e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of Trade Secrets trade secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiariesinformation.
(ef) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves resolving specific allegations made by such individual relating to sexual harassment, harassment or sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at or above the level of vice president Vice President or aboveSenior Director. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, harassment or sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at or above the level of vice president Vice President or aboveSenior Director.
(fg) Since In the date that is past three (3) years preceding the date of this Agreementyears, neither the Company nor any of the Company’s Subsidiaries has misclassified its current taken any action that would constitute a “plant closing” or former independent contractors “mass layoff” within the meaning of the Worker Adjustment Retraining Notification Act of 1988, as such amended, or its current any similar state or former employees as exempt local Law (“WARN”), issued any notification of a plant closing or nonexempt from wage and hour Lawsmass layoff required by WARN, except as or incurred any liability or obligation under WARN that remains unsatisfied. No employee terminations in connection with or immediately prior to the Closing would not reasonably be expected to be material to trigger any notice or other obligations under WARN.
(h) In the past three (3) years, the Company and its Subsidiarieseach of the Company’s Subsidiaries has complied in all material respects with their respective obligations under applicable Law or any agreement with a labor union, taken as a wholeworks council or any other employee representative body to inform, consult with or obtain consent from any such entity. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required by applicable Law or any agreement with any such entity for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Nebula Caravel Acquisition Corp.)
Labor Relations; Employees. (a) Except as set forth on Section Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there is has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since In the date that is past three (3) years preceding the date of this Agreementyears, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.
(b) Each of the Company and its Subsidiaries isare, and has have been since for the date that is past three (3) years preceding the date of this Agreementyears, in compliance in all material respects with all applicable Laws respecting labor and employment including including, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.
(c) Since In the date that is past three (3) years preceding the date of this Agreementyears, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreementagreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened.
(d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries Subsidiaries’ is in material violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of Trade Secrets or proprietary information in connection with such individual’s work for or services to the Company or any of the Company’s Subsidiaries.
(e) Since the date that is three (3) years preceding the date of this Agreement, neither Neither the Company nor any of the Company’s Subsidiaries has entered into is party to a settlement agreement entered into within the three (3) year period immediately preceding the date hereof with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s its Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above. To the knowledge of the Company, since in the date that is last three (3) years preceding the date of this Agreementyears, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of vice president Vice President or above.
(f) Since Between the period commencing on January 1, 2020 through the date that is three (3) years preceding the date of this Agreementhereof, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken as a wholefurloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, triggering the notice requirements under the WARN Act.
Appears in 1 contract
Sources: Merger Agreement (Empower Ltd.)