Labor Relations; Employees. (a) Except as set forth on Section 4.16(a) of the Target Company Disclosure Letter, (i) no member of the Target Company Group is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Group, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has represented, or has, to the knowledge of the Target Companies, sought to represent any employees of the Target Company Group, and, to the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to any employees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) years. In the past three (3) years, there has been no actual or, to the knowledge of the Target Companies, threatened strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting any member of the Target Company Group. (b) Each member of the Target Company Group has been for the past three (3) years in compliance, in all material respects, with all applicable Laws respecting labor, employment and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicable. (c) In the past three (3) years, except as could not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (i) any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) 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 the Target Company Group (including employees of the Target Company Group) or that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group 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. (d) The Target Company Group 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 employees of the Target Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. (e) To the knowledge of the Target Companies, no employee of the Target Company Group is in material violation of any employment agreement, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member of the Target Company Group or (ii) to any third party with respect to the right of any such individual to work for or provide services to the Target Company Group or the individual’s disclosure of Trade Secrets. (f) Except as set forth on Section 4.16(f) of the Target Company Disclosure Letter, to the knowledge of the Target Companies, no employee of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. (g) In the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced. (h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Group. (i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
Appears in 1 contract
Sources: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Labor Relations; Employees. (a) Except as set forth on Section 4.16(a3.16(a) of the Target Company Seller Disclosure LetterSchedules sets forth a correct and complete list, as of the date hereof, of all Business Employees on an anonymous basis, stating for each Business Employee (i) the personnel number, (ii) employing entity, (iii) function, (iv) place of work, (v) start date, (vi) annual base salary or wage rate and (vii) target annual cash incentive opportunity.
(b) Section 3.16(b) of the Seller Disclosure Schedules sets forth a true and correct list, as of the date of this Agreement, of each collective bargaining agreement or similar agreements with trade unions or other similar collective employee representatives (including without limitation works agreements), of Seller or any of its Subsidiaries to which any Business Employees are subject (each, a “Seller Labor Agreement”), other than any national or industry-wide collective agreements. Seller and its Affiliates are in compliance in all material respects with their obligations pursuant to all notification and bargaining obligations arising under any Seller Labor Agreements.
(c) Since September 30, 2021, (i) no member of the Target Company Group is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Group, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has represented, or has, to the knowledge of the Target Companies, sought to represent any employees of the Target Company Group, and, to the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to any employees of the Target Company Group and (iv) there are no representation or certification demandsmaterial strikes, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) years. In the past three (3) years, there has been no actual or, to the knowledge of the Target Companies, threatened strikelockouts, slowdown, work stoppage, labor organization activity, lockout, job action or picketing, handbilling no unfair labor practice or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting any member of the Target Company Group.
(b) Each member of the Target Company Group has been for the past three (3) years in complianceBusiness Employees pending, in all material respects, with all applicable Laws respecting labor, employment and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicable.
(c) In the past three (3) years, except as could not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of andor, to the knowledge Knowledge of the Target CompaniesSeller, threatened and (ii) there has not been no threat of (i) any material unfair labor practice charge against Seller or material complaint any of its Subsidiaries pending before the National Labor Relations Board or any other Governmental Authority or comparable labor relations tribunal or authority against or affecting the Target Company Group by involving any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) 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 the Target Company Group (including employees of the Target Company Group) or that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group 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 relationshipBusiness Employees.
(d) The Target Company Group has fully and timely paid all wagesThere are no pending, salariesor, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to employees of the Target Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services to the Target Company Group and is Knowledge of Seller, threatened proceedings involving any Business Employees, trade unions or was other collective employee representatives (including without limitation works councils), except as would not reasonably be expected to be, individually or in the past three (3) years classified and treated aggregate, material to the Business taken as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. a whole.
(e) To Each of Seller and its Affiliates is, and has been during the knowledge two (2)-year period immediately prior to the date of the Target Companiesthis Agreement, no employee of the Target Company Group is in material violation compliance with all of any employment agreement, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member of its obligations under the Target Company Group or (ii) to any third party with respect WARN Act relating to the right of any such individual to work for or provide services Business. There is no outstanding Liability under the WARN Act relating to the Target Company Group or the individual’s disclosure of Trade SecretsBusiness that remains unsatisfied.
(f) Except as set forth on Section 4.16(f) None of the Target Company Disclosure LetterAsset Selling Entities or Purchased Controlled Companies (in each case, solely with respect to the knowledge Business) is in violation of the Target Companies, no employee of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior any Law relating to the one protection of employees, including but not limited to Law relating to the use of leased employees or other similar contractors or external personnel by or under contract, labor, employment, fair employment practices (1) year anniversary including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours, or collective bargaining and labor relations, except as would not reasonably be expected to be materially adverse to the ClosingBusiness taken as a whole.
(g) In Since September 30, 2021, (i) there have been no allegations of sexual harassment, sexual abuse or other sexual misconduct made against any Business Employee who is, or who reports directly to, the past three (3) years, with respect to the Target Company Group (including employees President of the Target Company Group)Residential & Light Commercial Business, no or any member of the Target Company Group has engaged in layoffsboard of directors of a Purchased Controlled Company, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g(ii) of the Target Company Disclosure Letter, there are no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, Actions pending or, to the knowledge Knowledge of the Target CompaniesSeller, threatened related to be made against any allegations of sexual harassment, sexual abuse or involving other sexual misconduct by any employees such Person and (iii) neither Seller nor any of the Target Company Group. No member of the Target Company Group its Subsidiaries has entered into any settlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of related to the Target Company Groupforegoing.
(i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Johnson Controls International PLC)
Labor Relations; Employees. (a) Except as set forth on in Section 4.16(a5.15(a) of the Target Company Disclosure Letter, (i) no member neither the Company nor any of the Target Company Group its Subsidiaries is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Groupcollective bargaining agreement, or any similar agreement, (ii) no Labor Agreement or similar such agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, or any of its Subsidiaries and (iii) no labor union, labor organization, group of employees of the Target Company Group union or any other employee representative body represents, has represented, or hasrequested or, to the knowledge of the Target CompaniesCompany, has sought to represent any of the employees of the Target Company Groupor any of its Subsidiaries. There is no, and, and to the knowledge of the Target CompaniesCompany, in the past three (3) years there have been no organizing activities with respect to has not been, labor organization activity involving any employees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) yearsits Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Target CompaniesCompany, threatened strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling lockout or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting the Company or any member of the Target Company Groupits Subsidiaries.
(b) Each member of the Target Company Group has and its Subsidiaries are, and have been for during the past three (3) years in complianceyears, in all material respects, compliance with all applicable Laws respecting labor, employment labor and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas)child labor, immigration, employment harassment, discrimination or retaliation, whistleblowingdiscrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issuesissues and unemployment insurance, COVID-19except where the failure to comply would not be material to the Company and its Subsidiaries, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all taken as applicablea whole.
(c) In During the past three (3) two years, except as could the Company and its Subsidiaries have not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (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 or labor relations tribunal or authority against or affecting them, and to the Target Company Group by any employees knowledge of the Target Company GroupCompany, none is threatened, (ii) notice of any labor complaints, grievances or arbitrations arising out of any Labor Agreement collective bargaining agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees arbitration procedures against them, and to the knowledge of the Target Company Group against or negatively affecting the Target Company GroupCompany, none is threatened, (iii) notice of any material charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, and to the knowledge of the Company, none is threatened, 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 immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to the Target Company Group (including employees of the Target Company Group) them or notice that any such investigation is in progress or (v) any Action by or on behalf of any employees progress, and to the knowledge of the Target Company Group alleging breach of any express or implied contract of employmentCompany, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipnone is threatened.
(d) The Target Company Group 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 employees of the Target Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes.
(e) To the knowledge of the Target CompaniesCompany, no employee present or former employee, worker or independent contractor of the Target Company Group or any of its Subsidiaries is in violation in any material violation respect of (i) any employment agreement, restrictive covenant or obligationcovenant, nondisclosure obligation or fiduciary duty owed (i) to the Company or any member of the Target Company Group its Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any third party with respect such individual relating to (A) the right of any such individual to work for or provide services to the Target Company Group or any of its Subsidiaries or (B) the individualknowledge or use of trade secrets or proprietary information.
(e) Neither the Company nor any of the Company’s disclosure Subsidiaries reasonably expects any material liabilities with respect to any sexual harassment, or other discrimination, retaliation or policy violation allegations, or has knowledge of Trade Secretsany such allegations relating to officers, directors, employees, contractors, or agents of the Company and its Subsidiaries, that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.
(f) Except All payments due from the Company on account of wages or other compensation, and employee health and welfare insurance and other benefits, have been paid or accrued in all material respects in accordance with GAAP as set forth a liability on Section 4.16(f) the books of the Target Company Disclosure Letter, to the knowledge of the Target Companies, no employee of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the ClosingCompany.
(g) In During the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has and its Subsidiaries have not engaged in layoffs, facility closures furloughs or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure Workers’ Adjustment and Retraining Notification Act or shutdown, furlough, reductionany similar state or local law relating to group terminations or effected any broad-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in based salary or wages, other compensation or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolvingbenefits reductions, in whole each case, whether temporary or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Grouppermanent.
(i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on in Section 4.16(a5.15(a) of the Target Company Disclosure Letter, (i) no member neither the Company nor any of the Target Company Group its Subsidiaries is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Groupcollective bargaining agreement, or any similar agreement, (ii) no Labor Agreement or similar such agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, or any of its Subsidiaries and (iii) no labor union, labor organization, group of employees of the Target Company Group union or any other employee representative body represents, has represented, or hasrequested or, to the knowledge of the Target CompaniesCompany, has sought to represent any of the employees of the Target Company Groupor any of its Subsidiaries. There is no, and, and to the knowledge of the Target CompaniesCompany, in the past three (3) years there have been no organizing activities with respect to has not been, labor organization activity involving any employees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) yearsits Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Target CompaniesCompany, threatened strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling lockout or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting the Company or any member of the Target Company Groupits Subsidiaries.
(b) Each member of the Target Company Group has and its Subsidiaries are, and have been for during the past three (3) years in complianceyears, in all material respects, compliance with all applicable Laws respecting labor, employment labor and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas)child labor, immigration, employment harassment, discrimination or retaliation, whistleblowingdiscrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issuesissues and unemployment insurance, COVID-19except where the failure to comply would not be material to the Company and its Subsidiaries, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all taken as applicablea whole.
(c) In During the past three two (32) years, except as could the Company and its Subsidiaries have not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (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 or labor relations tribunal or authority against or affecting them, and to the Target Company Group by any employees knowledge of the Target Company GroupCompany, none is threatened, (ii) notice of any labor complaints, grievances or arbitrations arising out of any Labor Agreement collective bargaining agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees arbitration procedures against them, and to the knowledge of the Target Company Group against or negatively affecting the Target Company GroupCompany, none is threatened, (iii) notice of any material charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, and to the knowledge of the Company, none is threatened, 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 immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to the Target Company Group (including employees of the Target Company Group) or notice that any such investigation is in progress or (v) any Action by or on behalf of any employees progress, and to the knowledge of the Target Company Group alleging breach of any express or implied contract of employmentCompany, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipnone is threatened.
(d) The Target Neither the Company Group 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 employees nor any of the Target Company’s Subsidiaries reasonably expects any material liabilities with respect to any sexual harassment, or other discrimination, retaliation or policy violation allegations, or has knowledge of any such allegations relating to officers, directors, employees, contractors, or agents of the Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services its Subsidiaries, that, if known to the Target public, would reasonably be expected to bring material economic harm to the Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. its Subsidiaries.
(e) To All payments due from the knowledge Company on account of wages have been paid or accrued in all material respects in accordance with IFRS or GAAP, as applicable, as a liability on the books of the Target Companies, no employee of the Target Company Group is in material violation of any employment agreement, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member of the Target Company Group or (ii) to any third party with respect to the right of any such individual to work for or provide services to the Target Company Group or the individual’s disclosure of Trade SecretsCompany.
(f) Except as set forth on Section 4.16(f) of the Target Company Disclosure Letter, to the knowledge of the Target Companies, no employee of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.
(g) In During the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has and its Subsidiaries have not engaged in layoffs, facility closures furloughs or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure U.S. Workers’ Adjustment and Retraining Notification Act or shutdown, furlough, reductionany similar state or local Law relating to group terminations or effected any broad-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in based salary or wages, other compensation or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolvingbenefits reductions, in whole each case, whether temporary or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Grouppermanent.
(i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.16(a) of the Target Company Disclosure LetterThe Sellers and their respective Affiliates are not, (i) no member of the Target Company Group is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Group, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has represented, or has, to the knowledge of the Target Companies, sought to represent any employees of the Target Company Group, and, to the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to any employees of the Target Company Group and (iv) there are no representation Business Employee, a party to, bound by, or certification demandsnegotiating in respect of, proceedings any collective bargaining agreement or petitions seeking a representation proceeding any other agreement with respect to employees of the Target Company Group pending orany labor union, association or other employee group, nor, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees Knowledge of the Target Company GroupSellers, is any Business Employee represented by any labor union or similar association.
(b) No labor union or employee organization has been certified or recognized as related the collective bargaining representative of any Business Employees. To the Knowledge of the Sellers, no efforts to their employment have a labor union or service with employee organization certified or recognized as the Target Company Group, in collective bargaining representative of any Business Employee are pending.
(c) Within the past last three (3) years. In the past three (3) years, there has been no actual or, to the knowledge of the Target Companies, threatened labor strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling slowdown or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting any member of the Target Company Group.
(b) Each member of the Target Company Group has been for the past three (3) years in compliance, in all material respects, with all applicable Laws respecting labor, employment and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, employee classification (with respect to both exempt vs. non-exempt status any Business Employee and employee vs. independent contractor status)no labor strike, immigration (including the completion of Forms I-9 for all employees work stoppage, lockout, slowdown or other material labor dispute is pending or, to Knowledge of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas)Sellers, employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicable.
(c) In the past three (3) years, except as could not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (i) any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) 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 the Target Company Group (including employees of the Target Company Group) or threatened that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group 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 relationshipinvolves Business Employees.
(d) The Target Company Group 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 employees None of the Target Company Group under applicable Law Sellers, with respect to any Business Employee, has committed any material unfair labor practice or Contract; and each individual who has materially violated any employment laws, and, as of the date of this Agreement, there is providing no material charge or within complaint against the past three (3) years has provided services Sellers, with respect to any Business Employee, by a Governmental Entity pending or, to Knowledge of the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractorSellers, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. threatened.
(e) To the knowledge Schedule 4.08(e) of the Target Companies, no employee Seller Disclosure Schedules contains a true and complete list of all Business Employees as of the Target Company Group is date identified therein, and said list correctly reflects their position or job title, current base salary (or wage rate), 2009 base salary (or wage) rate, 2010 target bonus (if any), 2009 target bonus, compensation payable upon termination of employment, other compensation, dates of employment, Employee Plans in material violation of which they participate or are eligible to participate, any employment agreement, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member agreement as in effect as of the Target Company Group Closing Date and employment status (active or type of leave) (ii) the Sellers shall modify and update this Schedule between signing and Closing to reflect any third party with respect changes that occur between signing and Closing, and such changes shall be subject to the restrictions and limitations set forth in Section 6.01 hereof). The employment of each Business Employee located in the United States is “at will.” No Business Employee has a right to a notice of any such individual to work for or provide services to termination that exceeds three months (in the Target Company Group or United States) and six months (outside of the individual’s disclosure of Trade SecretsUnited States).
(f) Except as set forth on Section 4.16(fin Schedule 4.08(f) of the Target Company Sellers Disclosure LetterSchedules, to the knowledge Knowledge of the Target CompaniesSellers, there are no employee discrimination or harassment charges or claims (relating to sex, age, religion, race, national origin, ethnicity, disability, veteran status, or other protected category) pending or threatened before any federal, state or local agency or authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the ClosingSellers, there is no basis therefor.
(g) In To the past three Knowledge of the Sellers, there are no retaliation charges or claims (3relating to a Business Employee’s exercise of a legal right, opposition to unlawful conduct, participation in filing a charge, or cooperation in an investigation into an employment complaint) yearspending or threatened before any federal, state, or local agency, authority, judicial forum, or arbitration body against the Sellers relating to any Business Employee and, to the Knowledge of the Sellers, there is no basis therefor.
(h) None of the Sellers have had any plant closings, mass layoffs or other terminations of employees which would create any obligations upon or liabilities under the WARN Act or similar Laws with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN ActBusiness. Except as set forth on Section 4.16(gSchedule 4.08(h) of the Target Company Seller Disclosure LetterSchedules, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees none of the Target Company Group has occurred since March 1Sellers is a party to any Contract or subject to any requirement that in any manner restricts it from relocating, 2020 consolidating, merging or is currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolvingclosing, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees portion of the Target Company GroupBusiness, subject to applicable Law, other than any such Contract that is terminable by the Sellers without material liability to the Business as a whole and any Customer Contract that requires services to be provided from specific locations or prohibits services from being provided from certain locations.
(i) There are a sufficient number of All Business Employees and former employees of the Target Company Group Sellers that provide services in connection with the Business have been, or will have been on or before the Closing (or the applicable Transfer Date for a Post-Closing Assigned Contract Employee), paid in full all compensation (including any overtime, non-salary compensation, bonuses, commissions, or applicable severance and termination pay) owed and payable to them by the Sellers as of the date hereof to conduct Closing (or the Target Company Group’s business applicable Transfer Date for a Post-Closing Assigned Contract Employee).
(j) Except as otherwise contemplated by this Agreement and listed on a stand-alone basis as Schedule 4.08(j) of the date hereofSeller Disclosure Schedules, neither the execution, delivery or performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) that is a liability of the Business becoming due to any current or former employee, consultant or director of Sellers, (ii) materially increase any benefits otherwise payable to any current or former employee, consultant or director of Sellers that is a liability of the Business or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
(k) No independent contractors whose contracts are Assigned Contracts have, to the Knowledge of the Sellers, any reasonable basis to claim status as an employee of the Sellers or their respective Affiliates.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.16(ain Section 5.14(a) of the Target Company Disclosure Letter, (i) no member of the Target Rubicon Company Group is or has in the past three (3) years been a party to or bound by any Labor Agreement collective bargaining agreement or other Contract covering any group of employees, labor organization or other representative of any of the employees of the Target Company Groupany Rubicon Company, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has represented, or has, and to the knowledge of the Target Companiesany Rubicon Company, sought to represent any employees of the Target Company Group, and, to the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to any employees of the Target Company Group and (iv) there are no representation activities or certification demands, proceedings of any labor union or petitions seeking a representation proceeding with respect other party to organize or represent such employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) years. In the past three (3) years, there There has been no actual not occurred or, to the knowledge of the Target Companiesany Rubicon Company, been threatened any strike, slowdown, work stoppage, labor organization activity, lockoutslow-down, picketing, handbilling work-stoppage, or other similar labor activity with respect to any such employees in the past five (5) years. Section 5.14(a) of the Company Disclosure Letter sets forth all unresolved material labor dispute controversies (including unresolved grievances and age or similar activity involving employees other discrimination claims), if any, that are pending or, to the knowledge of any Rubicon Company, threatened between any Rubicon Company and Persons employed by or providing services as independent contractors to a Rubicon Company. No current officer of a Rubicon Company has provided any Rubicon Company written or, to the Target Company Group against knowledge of any Rubicon Company, oral notice of his or affecting her plan to terminate his or her employment with any member of the Target Company GroupRubicon Company.
(b) Each member Except as set forth in Section 5.14(b) of the Target Company Group Disclosure Letter, each Rubicon Company (i) is and has been for in the past three last five (35) years been in compliance, compliance in all material respects, respects with all applicable Laws respecting labor, employment and employment practices practices, including all Laws respecting with respect to terms and conditions of employment, health and safety, safety and wages and hours, employee classification (with respect and other Laws relating to both exempt vs. non-exempt status and employee vs. independent contractor status)discrimination, immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensationdisability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee leave issuesscheduling, COVID-19occupational safety and health, affirmative actionfamily and medical leave, and employee terminations, and has not received written or, to the knowledge of any Rubicon Company, oral notice that there is any pending Legal Proceeding involving unfair labor practices against a Rubicon Company, and (ii) has paid all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that have become due and payable to its employees, individual consultants, individual independent contractors, and other individual service providers pursuant to any Law or Contract or policy of any Rubicon Company, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment insurance compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and plant closures consistent with past practice). Except as set forth on Section 5.14(b) of the Company Disclosure Letter, there are no (and layoffs (including there has not within the WARN Act), all as applicable.
(c) In the past last three (3) years, except as could not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of andyears been) Legal Proceedings pending or, to the knowledge of the Target Rubicon Companies, there has been no threat of (i) any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority or labor relations tribunal or authority threatened against or affecting the Target a Rubicon Company Group by any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group brought by or on behalf of any employees applicant for employment, any current or former employee intern, volunteer, consultant, independent contractor, or any Person alleging to be a current or former employee, or any Governmental Authority, arising from or relating to his or her employment or engagement, termination of the Target Company Group pending before the Equal Employment Opportunity Commission employment or engagement, applicable for employment or engagement, any employee benefits, or any other Governmental Authority responsible for the prevention of unlawful employment practicesemployment-related Law or regulation, (iv) 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 the Target Company Group (including employees of the Target Company Group) or that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(d) The Target Company Group 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 employees . To the knowledge of the Target Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years Rubicon Companies, there has provided services to the Target Company Group and is or was not in the past three (3) years classified and treated as an been any act or allegation of or relating to sex-based discrimination, sexual harassment or sexual misconduct, or breach of any policy of any of the Rubicon Companies relating to the foregoing, in each case involving any of the Rubicon Companies or any of their respective current or former employees, officers, directors, or managers, individual independent contractor, consultant, leased employee contractors or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes.
(e) To the knowledge providers of the Target Rubicon Companies, no employee of the Target Company Group is in material violation of nor has there been any employment agreement, restrictive covenant settlement or obligation, nondisclosure obligation similar out-of-court or fiduciary duty owed (i) pre-litigation arrangement relating to any member of the Target Company Group such matters, nor has any such action, settlement or (ii) to any third party with respect other arrangement been proposed or, to the right of any such individual to work for or provide services to the Target Company Group or the individualRubicon Company’s disclosure of Trade Secretsknowledge, threatened.
(fc) Except as set forth on Section 4.16(f) of the Target Company Disclosure Letter, to the knowledge of the Target Companies, no employee of the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.
(g) In the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In Within the past three (3) years, no allegations of discriminationRubicon Company has undertaken any action constituting a “plant closing” or “mass layoff” (each as defined in the WARN Act), sexual harassment nor has any Rubicon Company incurred any unsatisfied Liability or sexual misconduct have been made, or, to obligation under the knowledge of WARN Act in the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Grouppast three (3) years.
(i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
Appears in 1 contract
Labor Relations; Employees. (a) Except as set forth on Section 4.16(a5.14(a) of the Target Company Disclosure Letter, (i) no member neither the Companies nor any of the Target Company Group their Subsidiaries is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Groupcollective bargaining agreement, (ii) works council agreement, or any similar agreement, no Labor Agreement or similar such agreement or arrangement covering employees of the Target Company Group is being negotiated by any Company or any of the Target Company GroupCompanies’ Subsidiaries, (iii) and no labor union, labor organization, group of employees of the Target Company Group union or any other employee representative body represents, has represented, or hasrequested or, to the knowledge of the Target Companies, has sought to represent any of the employees of the Target Company Group, and, to Companies or their Subsidiaries. To the knowledge of the Target Companies, in the past three (3) years there have been no organizing activities with respect to labor organization activity involving any employees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board Companies or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) yearsSubsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Target Companies, threatened strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling lockout or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting the Companies or any member of the Target Company GroupSubsidiary.
(b) Each member of the Target Company Group has Companies and their Subsidiaries are, and have been for the past three (3) years in complianceyears, in all material respects, compliance with all applicable Laws respecting labor, employment labor and employment practices 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), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas)child labor, immigration, employment harassment, discrimination or retaliation, whistleblowingdiscrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, issues and unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicableinsurance.
(c) In the past three (3) years, except as could the Companies and their Subsidiaries have not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (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 or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Groupthem, (ii) notice of any labor complaints, grievances or arbitrations arising out of any Labor Agreement collective bargaining agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group arbitration procedures against or negatively affecting the Target Company Groupthem, (iii) notice of any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group 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 immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to the Target Company Group (including employees of the Target Company Group) them or notice that any such investigation is in progress progress, or (v) notice of any Action complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any employees present or former employee of such entities, any applicant for employment or classes of the Target Company Group foregoing alleging breach of any express or implied contract 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.
(d) The Target Company Group 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 employees To the knowledge of the Target Companies, no employee of any Company Group under applicable Law or Contract; and each individual who is providing any Companies’ Subsidiaries with annual base salary in excess of $250,000 intends to terminate his or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. her employment.
(e) To the knowledge of the Target Companies, no employee present or former employee, worker or independent contractor of any Company or any of the Target Company Group Companies’ Subsidiaries’ is in material violation of (i) any employment agreement, restrictive covenant or obligationcovenant, nondisclosure obligation or fiduciary duty owed (i) to any member Company or any of the Target Company Group Companies’ Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any third party with respect such individual relating to (A) the right of any such individual to work for or provide services to any Company or any of the Target Company Group Companies’ Subsidiaries’ or (B) the individual’s disclosure knowledge or use of Trade Secretstrade secrets or proprietary information.
(f) Except as set forth on Section 4.16(f) Neither the Companies nor any of their Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of any Company or any of the Target Companies’ Subsidiaries that involves allegations relating to sexual harassment by either (i) an officer of any Company Disclosure Letter, to or any of the Companies’ Subsidiaries or (ii) an employee of any Company or any of the Companies’ Subsidiaries at the level of Vice President or above. To the knowledge of the Target Companies, no employee of in the Target Company Group with annualized compensation at or above $150,000 intends to terminate his or her employment prior to the one last five (1) year anniversary of the Closing.
(g) In the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In the past three (35) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Group.
(i) There are a sufficient number an officer of employees any Company or any of the Target Companies’ Subsidiaries or (ii) an employee of any Company Group as or any of the date hereof to conduct Companies’ Subsidiaries at the Target Company Group’s business on a stand-alone basis as level of the date hereofVice President or above.
Appears in 1 contract
Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp.)
Labor Relations; Employees. (a) As of February 28, 2001, Joliet employed a total of approximately 1816 employees. Except as set forth on Section 4.16(ain Schedule 2.16:
(a) of the Target Company Disclosure Letter, (i) no member of the Target Company Group is or Joliet has paid in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Group, (ii) no Labor Agreement or similar agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Group, (iii) no labor union, labor organization, group of employees of the Target Company Group or any other employee representative body represents, has representedfull to, or hasaccrued for the benefit of, to the knowledge all of the Target Companiesits employees all wages, sought to represent salaries, commissions, bonuses, fringe benefit payments (including vacation pay), and all other direct and indirect compensation of any employees kind for all services performed by each of the Target Company Groupthem;
(b) There is no unfair labor practice, andsafety, to the knowledge of the Target Companieshealth, in the past three (3) years there have been no organizing activities with respect to any employees of the Target Company Group and (iv) there are no representation discrimination, wage or certification demandsother claim, proceedings charge, complaint, or petitions seeking a representation proceeding with respect to employees of the Target Company Group suit pending or, to the knowledge of Target Companiesthe Sellers, threatened to be brought against or filed with involving Joliet before the National Labor Relations Board Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, Department of Labor, or any other applicable federal, state, or local agency;
(c) There is no labor relations authoritydispute, and there have been no such demandsstrike, proceedings work stoppage, interference with production, or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, slowdown in the past three (3) years. In the past three (3) years, there has been no actual progress or, to the knowledge of the Target CompaniesSellers, threatened strikeagainst, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting any member of the Target Company Group.
(b) Each member of the Target Company Group has been for the past three (3) years in compliance, in all material respects, with all applicable Laws respecting labor, employment and employment practices including all Laws respecting terms and conditions of employment, health and safety, wages and hours, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor status), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicable.
(c) In the past three (3) years, except as could not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (i) any unfair labor practice charge or material complaint before the National Labor Relations Board or any other Governmental Authority or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Group, (ii) any labor complaints, grievances or arbitrations arising out of any Labor Agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group against or negatively affecting the Target Company Group, (iii) any charge or complaint with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) 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 the Target Company Group (including employees of the Target Company Group) or that any such investigation is in progress or (v) any Action by or on behalf of any employees of the Target Company Group 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.Joliet;
(d) The Target Company Group 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 employees of the Target Company Group under applicable Law or Contract; and each individual who is providing or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes.
(e) To the knowledge of the Target CompaniesSellers, there is no employee labor organization, group, association or union efforts to obtain the authorization of employees to become represented by any such labor organization, group, association or union nor are there any claims to represent the Target Company Group employees of Joliet;
(e) There is in material violation no question of representation under the National Labor Relations Act, as amended, or any employment agreementstate equivalent thereof, restrictive covenant or obligation, nondisclosure obligation or fiduciary duty owed (i) to any member of the Target Company Group or (ii) to any third party pending with respect to the right employees of Joliet, nor is there any custom or practice recognizing any labor organization, group, association or union as the representative of any such individual to work for or provide services to the Target Company Group or the individual’s disclosure of Trade Secrets.employees;
(f) Except as set forth on Section 4.16(f) of the Target Company Disclosure Letter, to the knowledge of the Target Companies, There is no employee of the Target Company Group with annualized compensation at grievance or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.
(g) In the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has engaged in layoffs, facility closures or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except as set forth on Section 4.16(g) of the Target Company Disclosure Letter, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is currently contemplated, planned or announced.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, arbitration pending or, to the knowledge of the Target CompaniesSellers, threatened which might have an adverse effect on Joliet or on the conduct of its business;
(g) There exists no collective bargaining agreement to be made against which Joliet is a party, and there is no collective bargaining agreement currently being negotiated, subject to negotiation, or involving any employees renegotiation by Joliet;
(h) There is no dispute, claim, or proceeding pending with or, to the knowledge of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolvingSellers, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct threatened by any employees of the Target Company Group.Immigration and Naturalization Service with respect to Joliet;
(i) There are is no policy or contract between Joliet and any employee that would entitle any such employee to a sufficient number severance benefit or payment of employees any kind upon termination (either voluntary or involuntary) of the Target Company Group as employment of the date hereof such employee;
(j) Every employee of Joliet is currently employed "at will" and, subject to conduct the Target Company Group’s business on a stand-alone basis as any rights granted by any applicable Law, may be terminated at any time without notice; and
(k) There are no releases of the date hereofliability or severance agreements obtained or entered into by Joliet and any current or former employee under which Joliet is presently liable.
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Labor Relations; Employees. (a) Except as set forth on Section 4.16(a4.14(a) of the Target Company Disclosure Letter, (i) no member as of the Target date of this Agreement, neither the Company Group nor any of its Subsidiaries is or has in the past three (3) years been a party to or bound by any Labor Agreement covering employees of the Target Company Groupcollective bargaining agreement, (ii) works council agreement, or any similar agreement, no Labor Agreement or similar such agreement or arrangement covering employees of the Target Company Group is being negotiated by the Target Company Groupor any of the Company’s Subsidiaries, (iii) and no labor union, labor organization, group of employees of the Target Company Group works council or any other employee representative body represents, has represented, or hasrequested or, to the knowledge of the Target CompaniesCompany, has sought to represent any of the employees of the Target Company Group, and, to or its Subsidiaries. To the knowledge of the Target CompaniesCompany, in the past three (3) years there have has been no organizing activities with respect to labor organization activity involving any employees of the Target Company Group and (iv) there are no representation or certification demands, proceedings or petitions seeking a representation proceeding with respect to employees of the Target Company Group pending or, to the knowledge of Target Companies, threatened to be brought or filed with the National Labor Relations Board or any other applicable labor relations authority, and there have been no such demands, proceedings or petitions with respect to any employees of the Target Company Group, as related to their employment or service with the Target Company Group, in the past three (3) yearsits Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Target CompaniesCompany, threatened strike, slowdown, work stoppage, labor organization activity, lockout, picketing, handbilling lockout or other material labor dispute or similar activity involving employees of the Target Company Group against or affecting the Company or any member Subsidiary of the Target Company GroupCompany.
(b) Each member of the Target Company Group has and its Subsidiaries are, and have been for the past three (3) years years, in compliance, compliance in all material respects, respects with all applicable Laws respecting labor, employment labor and employment practices 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), immigration (including the completion of Forms I-9 for all employees of the Target Company Group and the proper confirmation of the Target Company Group’s employees’ employee visas)child labor, immigration, background checks, employment discrimination, harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action, issues and unemployment insurance and plant closures and layoffs (including the WARN Act), all as applicableinsurance.
(c) In the past three (3) years, except as could the Company and its Subsidiaries have not reasonably be expected to result in any material liability to the Target Company Group, taken as a whole, no member of the Target Company Group has received notice of and, to the knowledge of the Target Companies, there has been no threat of (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 or labor relations tribunal or authority against or affecting the Target Company Group by any employees of the Target Company Groupthem, (ii) notice of any labor complaints, material grievances or arbitrations Actions arising out of any Labor Agreement collective bargaining agreement, works council agreement, or any similar agreement or any other labor complaints, grievances or arbitrations by or on behalf of employees of the Target Company Group Actions against or negatively affecting the Target Company Groupthem, (iii) notice of any charge or complaint material Action with respect to or relating to any member of the Target Company Group by or on behalf of any employees of the Target Company Group 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 immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to the Target Company Group (including employees of the Target Company Group) them or notice that any such investigation is in progress progress, or (v) notice of any material Action pending or threatened in any forum by or on behalf of any employees present or former employee, worker or independent contractor of such entities, any applicant for employment or classes of the Target Company Group 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 relationshipforegoing.
(d) The Target Company Group 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 employees To the knowledge of the Target Company, no employee of the Company Group under applicable Law or Contract; and each individual who is providing its Subsidiaries with an annual base salary in excess of $205,000.00 intends to terminate his or within the past three (3) years has provided services to the Target Company Group and is or was in the past three (3) years classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider is and has been in the past three (3) years properly classified and treated as such for all applicable purposes. her employment.
(e) To the knowledge of the Target CompaniesCompany, no employee current or former employee, worker or independent contractor of the Target Company Group or any of its Subsidiaries is in material violation of (i) any employment agreement, restrictive covenant or obligationcovenant, nondisclosure obligation or fiduciary duty owed (i) to the Company or any member of the Target Company Group Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any third party with respect such individual relating to (A) the right of any such individual to work for or provide services to the Target Company Group or any of the individualCompany’s disclosure Subsidiaries’ or (B) the knowledge or use of Trade Secretstrade secrets or proprietary information.
(f) Except as set forth on Section 4.16(f) Neither the Company nor any of its Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Target Company Disclosure Letteror any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, to sexual misconduct, discrimination or 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 Sr. Manager or above. To the knowledge of the Target CompaniesCompany, in the last four (4) years, no allegations of sexual harassment, sexual misconduct, discrimination or 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 Target Company Group with annualized compensation or any of the Company’s Subsidiaries at the level of Sr. Manager or above $150,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closingin each case, in their capacity as such.
(gi) In the past three (3) years, with respect to the Target Company Group (including employees of the Target Company Group), no member of the Target Company Group has and its Subsidiaries have not engaged in layoffs, facility closures furloughs or shutdowns, furloughs, reductions-in-force, employment terminations or other workforce actions sufficient to trigger application of the WARN Act. Except Worker Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations and (ii) the Company, taken as set forth on Section 4.16(g) a whole with its Subsidiaries, employs or otherwise engages the Persons sufficient to operate the business of the Target Company Disclosure Letter, no layoff, facility closure or shutdown, furlough, reduction-in-force, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Target Company Group has occurred since March 1, 2020 or is and its Subsidiaries as currently contemplated, planned or announcedconducted.
(h) In the past three (3) years, no allegations of discrimination, sexual harassment or sexual misconduct have been made, or, to the knowledge of the Target Companies, threatened to be made against or involving any employees of the Target Company Group. No member of the Target Company Group has entered into any settlement agreements resolving, in whole or in part, allegations of sex discrimination, sexual harassment or sexual misconduct by any employees of the Target Company Group.
(i) There are a sufficient number of employees of the Target Company Group as of the date hereof to conduct the Target Company Group’s business on a stand-alone basis as of the date hereof.
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