Common use of Certain Labor Matters Clause in Contracts

Certain Labor Matters. Except as set forth on Schedule 3.14.2 delivered hereunder: (a) No Employee has formally indicated his or her intention to cancel or otherwise terminate his or her relationship with the Business or his or her relationship with Buyer after Closing; (b) There are no unions representing the interests of any of the Employees and to the Knowledge of Seller, there are no such Employees seeking or attempting to organize other union representation; (c) There are no other agreements between Seller and any labor organizations representing any of the Employees; (d) There are neither pending nor, to the Knowledge of Seller, threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the Employees; (e) There are neither pending nor, to the Knowledge of Seller, threatened any Proceedings between Seller and any of the Employees; (f) With respect to the Business and the Employees, during the past three (3) years each of Seller and Elecsys (i) has complied in all respects with all Laws relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes, (ii) is not liable for any arrearages of wages or any Taxes or penalties for failure to comply with any of the foregoing, (iii) has not committed any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Safety and Health Act of 1970 and regulations promulgated pursuant thereto, except in each case as would not have a Material Adverse Effect on the Business; and (g) To the Knowledge of Seller, none of the Employees, within the three (3) year period prior to the date hereof, has filed any complaint relating to the Business or employment of such Employee with any governmental or regulatory authority or brought any action in law or in equity with respect thereto.

Certain Labor Matters. Except as set forth on Schedule 3.14.2 3.11.2 delivered hereunder: (a) No Employee None of the Employees has formally indicated to any director, officer or manager of the Company or the CRILAR JV or to any Employee reporting directly to any officer of the Company or the CRILAR JV, his or her intention to cancel or otherwise terminate his or her relationship with the Business Company or the CRILAR JV or his or her relationship with Buyer UOP if UOP elects to retain said Employee after Closing; (b) There are is no unions union representing the interests of any of the Employees and and, to the Knowledge best of Sellerknowledge of the Company, there are no such Employees seeking or attempting to organize other union representation; (c) There are no other agreements between Seller and any labor organizations representing any of the Employees; (d) There are neither pending nor, to the Knowledge of Seller, nor threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the Employees; (ed) There are neither pending nor, to the Knowledge best knowledge of Sellerthe Company, threatened any Proceedings threatened, suits, actions, administrative proceedings, hearings, arbitrations or other proceedings between Seller the Company and any of the Employees; (fe) With respect to the Business and the Employees, during the past three five (35) years each of Seller the Company and Elecsys the CRILAR JV (i) has complied in all material respects with all Laws Federal, state and local laws and regulations relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxestaxes, (ii) is not liable for any arrearages arrears of wages or any Taxes taxes or penalties for failure to comply with any of the foregoing, (iii) has not committed any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Health and Safety and Health Act of 1970 and regulations promulgated pursuant thereto, except in each case as would not have a Material Adverse Effect on the Business; and; (gf) To the Knowledge of Seller, none None of the Employees, within the three (3) year period prior to the date hereof, has filed any complaint relating to the Business Company's conduct of the Division or the CRILAR JV or employment of such Employee the Employees with any governmental or regulatory authority or brought any action in law or in equity with respect thereto; and (g) Since January 1, 1998 the Company has not offered continuing employment with the Company after the Closing Date to any manager or employee whose primary duties were to the Division and/or the CRILAR JV.

Certain Labor Matters. Except as set forth on Schedule 3.14.2 delivered hereunder: (a) No Employee has formally indicated his or her intention to cancel or otherwise terminate his or her relationship with the Business or his or her relationship with Buyer after Closing; (b) There are is no unions union representing the interests of any of the Employees Employees, and to the Knowledge of Seller, Seller there are no such Employees seeking or attempting to organize other union representation; (c) There are no other agreements between Seller and any labor organizations representing any of the Employees; (db) There are neither pending nor, to the Knowledge of Seller, threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the Employees; (ec) There are neither pending nor, to the Knowledge of Seller, threatened any Proceedings suits, actions, administrative proceedings, hearings, arbitrations or other proceedings between Seller or CRSI or any Subsidiary and any of the Employees or former Employees; (fd) With respect to the Business and the Employees, during the past three (3) years each of Seller and Elecsys (i) has complied in all respects with all Laws relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes, (ii) is not liable for any arrearages of wages or any Taxes or penalties for failure to comply with Neither CRSI nor any of the foregoingSubsidiaries is delinquent in payments to any of its Employees for any wages, (iii) has not committed salaries, commissions, bonuses or other direct compensation for any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Safety and Health Act of 1970 and regulations promulgated pursuant thereto, except in each case as would not have a Material Adverse Effect on the Business; andservices performed by them to date or amounts required to be reimbursed to such Employees; (ge) To the Knowledge of Seller, none no employee of CRSI or any Subsidiary listed on Schedule I intends to terminate his or her employment or engagement with CRSI or any Subsidiary as a result of the Employeestransaction contemplated by this Agreement, within and no regional manager or facility manager or officer of CRSI or any Subsidiary has terminated such employment or engagement during the three (3) year six month period prior to the date hereof; and (f) Each welfare benefit plan covering present or former Employees of CRSI and the Subsidiaries which is a "group health plan," within the meaning of Section 5000 of the Code, has filed any complaint relating been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, part 6 of ERISA and no Tax payable on account of Section 4980B of the Code has been or is expected to the Business or employment of such Employee with any governmental or regulatory authority or brought any action in law or in equity with respect theretobe incurred.

Certain Labor Matters. Except as set forth on in --------------------- Schedule 3.14.2 delivered hereunder:3.15.2: --------------- (a) No Employee To PRO DUCT's knowledge, none of its managers or executive officers has formally indicated to any director, officer, or manager of PRO DUCT his or her intention to cancel or otherwise terminate his or her relationship with the Business or his or her relationship with Buyer Surviving Corporation after Closing; (b) There are is no unions union representing the interests of any of the Employees and and, to the Knowledge knowledge of SellerPRO DUCT, there are no such Employees seeking or attempting to organize other union representation; (c) There are no other agreements between Seller and any labor organizations representing any of the Employees; (d) There are neither pending nor, to the Knowledge knowledge of SellerPRO DUCT, threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the EmployeesEmployees that would materially impair PRO DUCT's business, operations or financial condition; (ed) There are neither pending nor, to the Knowledge knowledge of SellerPRO DUCT, threatened any Proceedings suits, actions, administrative proceedings, hearings, arbitrations or other proceedings between Seller PRO DUCT and any of the Employees; (fe) With respect to the Business and the Employees, to PRO DUCT's knowledge, during the past three five (35) years each of Seller and ElecsysPRO DUCT (i) has complied in all material respects with all Laws federal, state and local laws and regulations relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxestaxes, (ii) is not liable for any arrearages material arrears of wages or any Taxes taxes or penalties for failure to comply with any of the foregoing, (iii) has not committed any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Safety and Health Act of 1970 1970, as amended, and regulations promulgated pursuant thereto; (f) To PRO DUCT's knowledge, except in each case PRO DUCT is not required to make any material capital or other expenditures to comply with the Americans with Disabilities Act of 1990, as would not have a Material Adverse Effect on amended, and the Business; andrules and regulations promulgated thereunder; (g) To the Knowledge of SellerPRO DUCT's knowledge, since June 30, 2000, none of the Employees, within the three (3) year period prior to the date hereof, Employees has filed any complaint relating to the Business or PRO DUCT's employment of such Employee the Employees with any governmental or regulatory authority or brought any action in law or in equity with respect thereto; (h) PRO DUCT is not indebted to any director or officer of PRO DUCT (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses) and no such person is indebted to PRO DUCT; (i) No person has been treated as an independent contractor of PRO DUCT for any tax or employment-related purpose, including participation in any Plans (as defined in Section 3.15.3(a)), who should have been treated as an employee for such purposes; (j) All Employees are employees at-will; (k) All Employees are legally permitted to be employed; (l) PRO DUCT has no liability as the result of the termination of employee leasing arrangements; and (m) To PRO DUCT's knowledge, Employees are not in violation of any employment agreement or other restrictive covenant relating to employment or rights to use trade secrets.

Certain Labor Matters. Except as set forth on Schedule 3.14.2 3.15.2 delivered hereunder: (a) No Employee To the knowledge of Seller, no employee identified on Schedule 3. 15.1 has formally indicated his or her intention to cancel or otherwise terminate his or her relationship with the Business either Division or his or her relationship with Buyer after Closing; (b) There Other than the unions identified in Schedule 3.15.2, there are no unions representing the interests of any of the Employees and and, to the Knowledge knowledge of Seller, there are no such Employees seeking or attempting to organize other union representation; (c) There Other than the collective bargaining agreements identified on Schedule 3.15.2, there are no other agreements between Seller Seller, AV Tech and LM Ordnance and any labor organizations representing any of the Employees; (d) There are neither pending nor, to the Knowledge knowledge of Seller, overtly threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the Employees; (e) There are neither pending nor, to the Knowledge knowledge of Seller, overtly threatened any Proceedings suits, actions, administrative proceedings, hearings, arbitrations or other proceedings between Seller Seller, AV Tech or LM Ordnance Systems and any of the Employees; (f) With respect to the Business Divisions and the Employees, during the past three (3) years each of Seller Seller, AV Tech and Elecsys LM Ordnance Systems (i) has complied in all material respects with all Laws federal, state and local laws and regulations relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxestaxes, (ii) is not liable for any material arrearages of wages or any Taxes taxes or penalties for failure to comply with any of the foregoing, (iii) has not committed any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Safety and Health Act of 1970 and regulations promulgated pursuant thereto, except in each case as would not have a Material Adverse Effect on the Business; and (g) To the Knowledge knowledge of Seller, none of the Employees, within the three (3) year period prior to the date hereof, has filed any complaint relating to the Business Divisions or employment of such Employee the Employees with any governmental or regulatory authority or brought any action in law or in equity with respect thereto.