Common use of Employment Related Matters Clause in Contracts

Employment Related Matters. Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Transworld Home Healthcare Inc), Asset Purchase Agreement (Us Homecare Corp), Asset Purchase Agreement (Us Homecare Corp)

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Employment Related Matters. Except as set forth in Schedule SCHEDULE 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule SCHEDULE 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their its employees or employment practices relating to the Seller's employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Preferred Employers Holdings Inc)

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Employment Related Matters. Except as set forth in Schedule 3.16, (a) Seller Except as disclosed in Section 2.9(a) of the Company Disclosure Schedule: (i) Company is not a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of its employeesany of the employees of Company and no organizational effort is being made or threatened by or on behalf of any labor organization or other representative of any of the employees with respect to employees of Company and all such collective bargaining agreements or other contracts or agreements to which Company is a party or by which it is bound have been duly executed and are valid and binding and in full force and effect and Company has not breached any provision of, and are not in default under, the terms of any such collective bargaining agreement or other contract or agreement, as the case may be, and no event has occurred which with the lapse of time or the giving of notice or both would constitute a breach or default by Company; (bii) there is no unfair labor practice charge or complaint pending or, to Sellerthe best of Company's best knowledge, threatened against Sellerno labor organization or representative holds bargaining rights with respect to any employees of Company and no labor representatives have applied to have Company declared a related employer pursuant to the Labor Relations Act (Ontario) or other similar legislation; (ciii) there is no labor strike, dispute, grievance, slowdown, work stoppage stoppage, lockout or other proceeding before any employment or labor controversy in effect or, to Seller's best knowledge, related board or tribunal that is pending or threatened against or otherwise affecting Seller; (d) Seller Company, Company has not experienced any labor strike, slowdown, work stoppage or similar labor controversy the same within the past three years; (eiv) no representation question Company has been raised respecting not closed any plant or facility, effectuated any layoffs of employees of Seller working within or implemented any early retirement or separation program at any time since Company's inception, nor has Company planned or announced any such action or program for the past three years, nor, future with respect to the best knowledge of Seller, are there which Company has any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organizationliability; (fv) no collective bargaining agreement relating to any employees of Seller is being negotiated all salaries, wages, vacation pay, bonuses, commissions and other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices emoluments relating to the employeesemployees of Company and payable by Company before the date hereof have been paid in full as of the date hereof or have been reflected as an accrual on the most recent Company Financial Statements; (ivi) Seller Company is in compliance in all material respects with all applicable laws, policiesregulations, proceduresorders or other legislative, agreements and contracts, relating administrative or judicial promulgations (including applicable case law) with respect to employment, employment practicespractices (including pay equity and human rights code compliance), wageslabor, hours, and terms and conditions of employment, wages and hours, in each case, with respect to its employees; (jvii) Seller all current assessments in respect of workers' compensation premiums assessable against Company have been accrued to date, and there are no current or threatened penalty assessments on account of workers' compensation affecting Company and Company has paid in full not been reassessed under any such legislation during the past 3 years nor is any experience-related reassessment reasonably anticipated to all be made; and (viii) Company is not a party to or bound by any employment or consulting contracts or other written contract with any employee, officer or consultant other than oral contracts of its employees all wagesindefinite hire terminable without cause on reasonable notice, salariesnone of which involve any commitment, commissions, bonuses, benefits and other compensation due and payable to such employees on understanding or prior to the date hereofarrangement for payment of bonus or incentive pay.

Appears in 1 contract

Samples: Purchase Agreement (Merge Technologies Inc)

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