Representations: employment

27 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Labor Matters

   The Company is not a party or otherwise subject to any collective bargaining agreement with any labor union or association. There are no discussions, negotiations, demands or proposals that are pending or have been conducted or made with or by any labor union or association, and there are not pending or threatened against the Company any labor disputes, strikes or work stoppages. All employees, including upper management level personnel of the Business are employed at will and their employment or engagement may be terminated at will

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

2. 02

   Employee Benefit Plans

   (a) Schedule 3.14(a) of the Seller Disclosure Schedule sets forth a complete and accurate list of all Employee Plans that Seller or any Acquired Subsidiary sponsors or maintains, or to which Seller or any Acquired Subsidiary contributes or is obligated to contribute, or under which Seller or any Acquired Subsidiary has any Liability, including any Liability that is, or was at any time, attributable to the Business, or which benefits any current or former employee, director, consultant or independent contractor of the Business (each, a “ Seller Benefits Plan ”). With respect to each Seller Benefits Plan, true and complete copies of each of the following have been made available to Buyer: (i) if the plan has been reduced to writing, the plan document together with all amendments thereto, (ii) if the plan has not been reduced to writing, a written summary of all material plan terms, (iii) if applicable, the most recent trust agreements, custodial agreements, insurance policies or Contracts, administrative agreements, fidelity bond, fiduciary liability insurance policies, (iv) if applicable, the most recent summary plan description and all summaries of material modifications thereto, employee handbook, summary of benefits and coverage, and material employee communications with respect thereto, (v) in the case of any plan that is intended to be qualified under Code Section 401(a), the most recent determination, opinion, or advisory letter from the IRS, and any pending request for determination with respect to the plan’s qualification, (vi) the most recent non-discrimination and coverage testing performed on any Seller Benefits Plan, (vii) in the case of any plan for which Forms 5500 are required to be filed, a copy of the two (2) most recently filed Forms 5500 (and all attachments and auditor’s reports thereto), (viii) any material notices, letters or other correspondence from the IRS, the Pension Benefit Guaranty Corporation, or the U.S. Department of Labor relating to such Seller Benefits Plan during the last year, and (ix) if applicable, the most recent annual actuarial report. (b) Neither Seller nor any ERISA Affiliate of Seller has maintained, contributed to or had any Liability with respect to a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Sections 3(37) and 4001(a)(3) of ERISA or Code Section 414(f […]

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Employee Benefit Plans

   (a) Section 4.12(a) of the Disclosure Schedule lists all material Benefit Plans. “ Benefit Plan ” shall mean each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each other compensation or benefit plan, program, policy, arrangement or agreement, including any pension, retirement, profit-sharing, bonus, incentive, equity or equity-based compensation, deferred compensation, stock purchase, severance (excluding payment in lieu of notice), retention, change in control, vacation, fringe benefit, sick leave, paid time off, health, medical, disability, life insurance, tuition reimbursement, flexible spending account or similar plan, program, policy, arrangement or agreement, in each case sponsored or maintained by the Seller or any Transferred Subsidiary, in which present or former employees of the Seller or any Transferred Subsidiary participate or with respect to which the Seller or any Transferred Subsidiary is obligated to contribute; provided , however , that the term “Benefit Plan” shall exclude any statutory benefits that are required to be maintained under applicable Law or that are sponsored in whole or part by any Governmental Entity. Neither the Seller nor any Transferred Subsidiary has any commitment (i) to create, incur liability with respect to or cause to exist any other compensation, benefit, fringe benefit or other plan, program, arrangement or agreement or to enter into any contract or agreement to provide compensation or benefits to any individual, in each case other than as required by the terms of the Benefit Plans as in effect as of the date hereof or as required by applicable Law or any Governmental Entity or (ii) to modify, change or terminate any Benefit Plan, other than a modification, change or termination required by applicable Law. Annex A-15 Table of Contents With respect to each material Benefit Plan, the Seller has delivered or made available to the Buyer true, accurate and complete copies of each of the following: (i) the plan document together with all amendments thereto (or with respect to any unwritten Benefit Plan, a written summary thereof), (ii) if applicable, copies of any trust agreements, custodial agreements or insurance policies, (iii) copies of any summary plan descriptions, (iv) in the case of any plan that is intended to be qualified under Section 401(a) of the Code, […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Labor Matters

   (a) Except as prohibited by Law, Section 5.14(a) of the Seller Disclosure Schedule contains a true and complete list of (i) all Employees and (ii) all individual independent contractors and consultants of Seller who provide services primarily relating to the Business, in each case, including each Employee, contractor, or consultant’s name, job title, exempt or non-exempt status, immigration status, rate of pay, commissions, bonus information or other forms of compensation, date of hire, paid time off information, state of residence, and work location. (b) Seller is not a party and is not subject to any labor union or collective bargaining Contract in respect of any Employee. As of the date hereof, (i) there are no pending or, to the Knowledge of Seller, threatened strikes, lockouts, work stoppages or slowdowns, pickets, boycotts, unfair labor practice charges, or grievances against Seller involving the Employees and (ii) with respect to Employees, Seller is in material compliance with, and at all times in the five (5) years before the Closing Date has materially complied with, all applicable Laws relating to terms or conditions of employment or labor or employment practices, including as it relates to hiring, worker classification, compensation, training, wage and hour, immigration, employment eligibility verification, privacy, occupational health and safety, accommodations, equal employment opportunity, pay equity, harassment, discrimination, retaliation, whistleblower, record retention, notice, wage payment and deduction, unemployment, collective bargaining, Taxes, discipline, and termination. (c) Seller has not carried out a “plant closing” or “mass layoff” as such terms are defined under the U.S. Worker Adjustment and Retraining Notification Act and any similar state or other Laws (“ WARN ”) with respect to the Business without fully satisfying its obligations under WARN. (d) Except as would not reasonably be expected to result in material Liability to Buyer, Seller has properly classified (i) each of its former employees and the Employees as exempt or non-exempt under A-30 TABLE OF CONTENTS ​ ​ ​ applicable wage and hour Laws and (ii) each of its current and former independent contractors as independent contractors and not employees. Neither Seller nor any Affiliate of Seller has received any notice from any Governmental Authority disputing such classif […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Labor Relations

   (a) Related to Seller. ☒ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☐ The representations and warranties of this section apply to the Shareholder. Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. No employee of the Seller is represented by a labor union, and no petition has been filed or proceedings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining representative. There are no matters pending before the National Labor Relations Board or any similar state or local labor agency, and the Seller is neither engaged in nor subject to any penalties or enforcement action in respect of any unfair labor practices, and the Seller believes that it enjoys good labor relations with its employees. There are no controversies or disputes pending between the Seller and any of its employees, the Special Shareholder, or the Shareholder, except for such controversies and disputes as do not and will not, individually or in the aggregate, have a material adverse effect on its business, operations, assets, prospects, or condition, financial or otherwise. (b) Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.19. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. There are no controversies or disputes pending between the Seller, the Special Shareholder, the Shareholder, and/or the Seller’s employees except for such controversies and disputes as do not and will not, individually or in the aggregate, have a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of the Seller, the Special Shareholder, and/or the Shareholder

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Employee Benefit Plans

   (a) Section 2.6 of the Disclosure Schedules lists all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and all other retirement, stock, stock option, insurance, welfare benefit, savings, deferred compensation, incentive compensation, paid time off, severance pay, salary continuation and other fringe benefit arrangements, plans, contracts, policies, or practices maintained, contributed to, or required to be contributed by the Company or any ERISA Affiliate (as hereinafter defined) or with respect to which the Company or any ERISA Affiliate may have any liability (the “ Benefit Plans ”). For purposes of this Section 2.6 , the term “ERISA Affiliate” means any person, entity, trade or business (whether or not incorporated) that is treated as a single employer with the Company under Section 414 of the Code. (b) As applicable, with respect to each of the Benefit Plans, true and complete copies of (i) all plan documents (including all amendments and modifications thereof) and in the case of an unwritten Benefit Plan, a written description thereof, and in either case all related agreements including the trust agreement and amendments thereto, insurance contracts, and investment management agreements; (ii) the last three filed Form 5500 series and all schedules thereto, as applicable; (iii) the current summary plan descriptions and all material modifications thereto; (iv) the three most recent trustee reports; and (v) copies of any private letter rulings, requests and applications for determination and determination letters issued with respect to the Benefit Plans, and filings or applications under the Employee Plans Compliance Resolution System (as set forth in Rev. Proc. 2006-27, and any successor thereto) or the Voluntary Fiduciary Correction or Delinquent Filer Voluntary Compliance programs with respect to the Benefit Plans, in each case made or issued within the past five years, have been delivered to Buyer. (c) The Company and each ERISA Affiliate are in compliance in all material respects with the provisions of ERISA and the Code applicable to the Benefit Plans (including, without limitation, with respect to each Benefit Plan that is a group health plan within the meaning of section 5000(b)(1) of the Code, the notice and continuation coverage requirements of section 4980B of the […]

   ShiftPixy, Inc. (PIXY) (CIK 0001675634) · filed 2024-06-27 · read the filing

7. 07

   Labor Matters

   (a) Neither Seller nor Seller Parent is, or has been in the past three years, a party to any collective bargaining or other similar labor agreement with respect to any Business Employees, nor, to the Knowledge of Seller, are there, nor have there been in the past three years, any organizational efforts, such as union organizing campaigns, or labor organization certifications or recognition, with respect to the formation of a new collective bargaining unit presently being made or, to the Knowledge of Seller, threatened involving the Business Employees. There are, and in the past three years have been, no strikes, slowdowns, lockouts, pickets, work stoppages or material labor disputes pending or, to the Knowledge of Seller threatened against Seller or Seller Parent with respect to the Business. (b) There are, and in the past three years have been no unfair labor practice charges or complaints, or other grievances, against Seller or Seller Parent threatened or pending before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor or any other Governmental Authority. Neither Seller nor Seller Parent is a party to or otherwise bound by any consent decree with or citation from any Governmental Authority relating to employees or employee practices with respect to the Business. A- 51 (c) Within the past four years, Seller and Seller Parent have each been in material compliance with all applicable Laws pertaining to employees, employment matters, employment practices and termination of employment, to the extent related to current Business Employees, including all such applicable Laws and decrees and orders of any court or Governmental Authority applicable to the Business relating to terms and conditions of employment, wages, salary, overtime, hours, breaks, eligibility for and payment of overtime compensation, worker classification (including classification of employees as “exempt” or “nonexempt” and classification of independent contractors), child labor, immigration, equal opportunity, employment discrimination and harassment, retaliation, employment eligibility, immigration, disability rights, fair labor practices, unemployment insurance, affirmative action, leaves of absence (including paid sick leave), civil rights, occupational safety and health, workers’ compensation, and the collection and payment of withholdin […]

   ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-13 · read the filing

8. 08

   Labor Matters

   (a) Section 3.16(a) of the Seller Disclosure Schedule contains a list of all natural Persons who are employees of any Company Entity as of December 4, 2025, including any employee who is on a leave of absence of any nature, paid or unpaid, and sets forth for each such employee the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) exempt or non-exempt classification; (iv) employer of record; (v) work location; (vi) state of residence; (vii) hire or retention date; (viii) current annual base compensation rate or contract fee; (ix) commission, bonus or other incentive-based compensation; and (x) for any employee currently on a leave of absence, the reason for the leave and any anticipated return date. The Company has also provided a list of all natural Persons who are directly engaged by a Company Entity on an independent contractor basis as of the date hereof. 35 (b) No Company Entity is bound or has, in the past three (3) years, been bound by any union contract or collective bargaining agreement with a Union. To the Company’s Knowledge, no Union or group of employees is seeking or, in the past three (3) years, has sought to organize employees for the purpose of collective bargaining with respect to their employment with any Company Entity. There are no concerted strikes, slowdowns, work stoppages or any other concerted labor disruptions involving any Company Entity pending or, to the Company’s Knowledge, threatened, nor have there been any concerted strikes, slowdowns, work stoppages or any other concerted labor disruptions in the past three (3) years. There are no material grievances or unfair labor practice complaints pending or, to the Company’s Knowledge, threatened against any Company Entity before the National Labor Relations Board or any other Governmental Authority with respect to any employee of any Company Entity. No Company Entity has any obligation to bargain with any Union with respect to the consummation of the transaction contemplated hereby. (c) Each Company Entity is and, for the past three (3) years, has been in compliance in all material respects with all Laws relating to employment or labor, including, but not limited to, those related to hiring, background checks, wages, pay equity, hours, meal and rest periods, collective bargaining and labor relations, classification of independent contractors […]

   Fulgent Genetics, Inc. (FLGT) (CIK 0001674930) · filed 2025-12-22 · read the filing

9. 09

   Employee Benefits and Related Matters

   (a) Schedule 4.16 contains a listing of each Benefit Plan. Schedule 4.16 contains a separate listing of any “group health plan” (as defined in Section 607 of ERISA) sponsored by the Company, or an ERISA Affiliate that is not already listed under the terms of the preceding sentence. (b) Each Benefit Plan complies in all respects in form and operation with all applicable law including without limitation the ACA, ERISA and the Code. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the Internal Revenue Service has issued a favorable and current determination letter with respect to each such Benefit Plan, or with respect to a prototype plan, the Benefit Plan can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Benefit Plan is so qualified, and no event has occurred (either before or after the date of the letter) that would disqualify such Benefit Plan or is likely to result in the revocation of such determination letter or which requires or could require action under the compliance resolution programs of the Internal Revenue Service to preserve such qualification. Neither the Company nor any ERISA Affiliate has ever maintained, sponsored, contributed to, or had any obligation to contribute to, a plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code, or a “multiemployer plan” as defined in Section 3(37) or 4001(a) of ERISA, and neither the Company nor any ERISA Affiliate has any withdrawal liability under any such multiemployer plan. Neither the Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability under Title IV of ERISA. Neither the Company nor any ERISA Affiliate maintains or has ever maintained any employee welfare benefit plan (as defined in ERISA) providing medical, health or life insurance or other welfare-type benefits for retirees (current or future) or terminated employees, their spouses, or dependents. Neither the Company nor any ERISA Affiliate has any announced plan or legally binding commitment to terminate or modify any Benefit Plan. (c) The Company will cease doing business following the Closing and will no longer maintain, and shall take all necessary actions to terminate, all Benefit Plans

   First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-11-12 · read the filing

10. 10

    Employment Matters

    The Company is in compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees of the Company, except to the extent non-compliance would not result in a Material Adverse Effect. Except as would not have a Material Adverse Effect, there are no Actions against the Company pending, or to any Seller's knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitral tribunal in connection with the employment or termination of employment of any current or former employee of the Company, including, without limitation, any Action relating to unfair labor practices, employment discrimination, harassment, retaliation, leave, accommodation, minimum wages, overtime compensation, equal pay or any other hiring, employment or employment termination related matter arising under applicable Laws. Section 3.17 Taxes. The Company has filed (taking into account any valid extensions) all material returns, declarations, reports, information returns and statements and other documents required to be filed by the Company with respect to Taxes (including amended returns and claims for refund) (collectively, " Tax Returns "). Such Tax Returns are true, complete and correct in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by the Company have been paid or accrued. For purposes of this Agreement, " Taxes " means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. There are no ongoing Actions by any taxing authority against the Company. All material Taxes which the Company is obligated to withhold from amounts owing to any employee, creditor or third […]

    Flora Growth Corp. (FLGC) (CIK 0001790169) · filed 2025-02-05 · read the filing

11. 11

    Labor Matters

    (a) Schedule 3.9(a) sets forth a true and complete list of each employee of the Business (including any employee who is on a leave of absence or on layoff status), containing the following information with respect to each such employee: (i) name, title, and employment classification; (ii) location of employment; (iii) length of employment; and (iv) whether the employee is receiving workers compensation or disability payments or who is on leave or layoff status, and the anticipated date of return. (b) Seller is not a party to any collective bargaining agreement, and there is no collective bargaining agreement that determines the terms and conditions of employment of any employees of Seller. (c) Except as set forth on Schedule 3.9(c) : (i) there are no labor strikes, disputes, slowdowns or stoppages pending or, to the knowledge of Seller, threatened against the Business; (ii) there are neither any pending nor, to the knowledge of Seller, any threatened suits, actions, administrative proceedings, union organizing activities, arbitrations, grievances or other proceedings relating to any employee of the Business (in their capacity as such); (iii) there are no existing labor or employment or other controversies or grievances to which the Seller is a party involving employees of the Business; (iv) with respect to the Business: (A) Seller is in compliance in all material respects with all laws, rules and regulations relating to the employment of labor and Asset Purchase Agreement Salem Church Products Page 11 of 43 all employment contractual obligations, including without limitation those relating to wages, hours, collective bargaining, affirmative action, discrimination, sexual harassment, wrongful discharge and the withholding and payment of taxes and contributions; (B) Seller has withheld all amounts required by law or agreement to be withheld from the wages or salaries of its employees; and (C) Seller is not liable to any present or former employees or any governmental authority for damages, arrears of wages or any tax or penalty for failure to comply with the foregoing

    SALEM MEDIA GROUP, INC. /DE/ (SALM) (CIK 0001050606) · filed 2023-11-13 · read the filing

12. 12

    Employee Benefits

    (a) Schedule 2.10(a) contains a list of each material Employee Benefit Plans in which any Eligible APR Employee is eligible participate. Each Employee Benefit Plan is and has been maintained and administered in compliance, in all material respects, with its terms and applicable Laws, including without limitation ERISA and the Code. No Employee Benefit Plan or any assets thereof will be transferred to Buyer. (b) Sellers have made available to Buyer correct and complete copies of (i) the current plan document embodying or governing each material Employee Benefit Plan, (ii) the most recent summary plan description, and all summaries of material modifications related thereto, (iii) the most recent determination, advisory or opinion letter, if any, received from the Internal Revenue Service with respect to any Employee Benefit Plan subject to Section 401(a) of the Code, and (iv) the last three years of compliance and non-discrimination testing results. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance. (d) Neither the execution and delivery of this Agreement or other Transaction Document nor the consummation of the transactions contemplated hereby or thereby, either alone or in combination with another event, could (i) result in a payment becoming due to any Eligible APR Employee, or accelerate the time of payment becoming due to any Eligible APR Employee, under any Employee Benefit Plan or otherwise, except as set forth on Schedule 2.10(d) , (ii) increase the amount of compensation or benefits due to any Eligible APR Employee; (iii) accelerate the vesting, funding or time of payment of any compensation or benefit to any APR Employee; or (iv) result in any “excess parachute payment” as defined in Section 280G(b)(2) of the Code

    Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH) (CIK 0001794846) · filed 2025-03-14 · read the filing