|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
No Business Employees are represented by any labor union, trade union, works council, labor organization or other employee-representative body with respect to their employment with the Sellers. There are no material pending or, to the Knowledge of the Sellers, threatened Actions concerning labor matters with respect to the Business.
(c) Since January 1, 2017, there have been no unfair labor practice charges, work stoppages, slowdowns, strikes or lockouts relating to labor matters pending, or to the Knowledge of Sellers, threatened against any Seller with respect to, or otherwise affecting, the Business.
(d) With respect to the Business, no labor union, trade union, works, council, labor organization, other employee-representative body, or group of employees of any Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Sellers, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority and there have not been any such proceedings since January 1, 2017. To the Knowledge of Sellers, there are no labor union organizing activities with respect to any Business Employees.
(e) With respect to the Business, each Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, including all laws respecting terms and conditions of employment, wages, hours, equal employment opportunity, employment discrimination, worker classification, immigration, work authorization, pay equity, occupational health and safety, workers' compensation, the payment of social security and other employment taxes, disability rights or benefits, plant closures and layoffs, affirmative action, labor relations, employee leave issues and unemployment insurance. In the last five (5) years, to the Knowledge of the Sellers, no allegations of sexual harassment have been made against (i) any Business Employee set forth in Section 5.4(b) of the Disclosure Letter or (ii) any individual who is an officer or director of any Seller as of the date hereof.
(f) To the Knowledge of the Sellers, no Business Employee set forth in Section 5.4(b) of the Disclosure Letter is in any respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or similar obligation: (i) to any of the Sellers or (ii) to a former employer of any such Business Employee relating (A) to the right of any such Business Employee to be employed in the Business or (B) restricting the use of trade secrets or proprietary information in connection with the Business.
(g) Sellers are in compliance in all material respects with all notice and other requirements under the WARN Act and (ii) have not taken any action at any single site of employment, in the ninety (90)-day period prior to the Closing Date, that would constitute, as of the Closing Date, a "mass layoff" or "plant closing" with respect to the Business within the meaning of the WARN Act, or any similar applicable state or local Law.
Section 3.11 Real Property.