Compliance with Labor Laws and Agreements. The Company and each of Subsidiaries have complied with all applicable Laws and Orders relating to employment or labor other than those Laws and Orders with which it could fail to comply, either individually or in the aggregate, without causing a Material Adverse Effect. No present or former employee, officer or director of the Company or any Subsidiaries has, or will have at the Closing Date, any claim for any matter including for wages, salary, vacation, severance, or sick pay except for the same incurred in the ordinary course of business for the last payroll period prior to the Closing Date. There is no:
(a) unfair labor practice complaint against the Company or any Subsidiaries pending before the labor Authority;
(b) pending labor strike or other material labor trouble affecting the Company or any Subsidiaries;
(c) material labor grievance pending against the Company or any Subsidiaries;
(d) pending representation question respecting the employees of the Company or any Subsidiaries; or
(e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which the Company or any Subsidiaries are a party. In addition, to the Company’s Knowledge: (i) none of the matters specified in Sections (a) through (e) above is threatened against the Company or any Subsidiaries; (ii) no union organizing activities have taken place with respect to the Company or any Subsidiaries; and (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which the Company or any Subsidiaries are a party.
Compliance with Labor Laws and Agreements. KUT has complied, in all material respects, with all labor agreements and all applicable Laws and Orders relating to the employment of labor, the non-compliance of which would result in a Material Adverse Effect to KUT.
Compliance with Labor Laws and Agreements. The Company and each Subsidiary has complied with all applicable Laws and Orders relating to employment or labor other than those Laws and Orders with which it could fail to comply, either individually or in the aggregate, without causing a Material Adverse Effect. To the Knowledge of the Company, there is no:
(a) unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any state or local agency;
(b) pending labor strike or other labor trouble affecting the Company or any Subsidiary;
(c) except as disclosed in Schedule 3.24(c), labor grievance pending against the Company or any Subsidiary;
(d) pending representation question respecting the employees of the Company or any Subsidiary; or
(e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which the Company or any Subsidiary is a party. In addition, to the Knowledge of the Company: (i) none of the matters specified in clauses (a) through (e) above is threatened against the Company or any Subsidiary; (ii) no union organizing activities have taken place with respect to the Company or any Subsidiary; and (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which the Company or any Subsidiary is a party.
Compliance with Labor Laws and Agreements. Section 5.12 of the Allstate Disclosure Schedule sets forth a true and current list of all of the Labor Agreements of Allstate now in effect. Except as disclosed in Section 5.12 of the Allstate Disclosure Schedule, Allstate has complied in all material respects with all of its Labor Agreements and all Applicable Laws and Orders relating to the employment of labor. No present or former employee, officer or director of Allstate has, or will have at the Closing Date, any claim against Allstate for any matter. Except as disclosed in Section 5.12 of the Allstate Disclosure Schedule, as of the date hereof, there is no:
(a) unfair labor practice complaint against Allstate pending before the National Labor Relations Board or any state or local Authority;
(b) pending labor strike or other material labor trouble affecting Allstate;
(c) material labor grievance pending against Allstate;
(d) pending representation question respecting the employees of Allstate; or
(e) pending arbitration proceedings arising out of or under any collective bargaining agreement to which Allstate is a party. In addition, to the Knowledge of Allstate and the Sellers: (i) none of the matters specified in clauses (a) through (e) above is threatened against; (ii) no union organizing activities have taken place with respect to Allstate; and (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which Allstate is a party.
Compliance with Labor Laws and Agreements. Except as disclosed in Section 3.11.2 of the Company Disclosure Schedule, the Company has complied in all Material respects with all Labor Agreements and all applicable Laws and Orders relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by appropriate Authorities and has withheld and paid to the appropriate Authorities, or is holding for payment not yet due to such Authorities, all amounts required to be withheld from such employees of the Company and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. No present or former employee, officer or director of the Company has, or will have at the Effective Time, any claim against the Company for any matter, including but not limited to (i) overtime pay for work done through the Effective Time; (ii) wages or salary for the work done through the Effective Time; (iii) vacation time off or pay in lieu of vacation time off for the period through the Effective Time; (iv) any violation of any statute, ordinance or regulation relating to minimum wages or maximum hours, workplace conditions, or any other matter; or (v) injuries or other damages which are not fully covered by the Company's insurance policies. Except as disclosed in Section 3.11.2 of the Company Disclosure Schedule. as of the date hereof, there is no:
(a) unfair labor practice complaint against the Company pending before the National Labor Relations Board or any state or local agency;
(b) pending labor strike or other Material labor trouble affecting the Company;
(c) Material labor grievance pending against the Company;
(d) pending representation question respecting the employees of the Company; or
(e) pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Company is a party. In addition, to the Knowledge of the Company: (i) none of the matters specified in clauses (a) through (e) above is threatened against the Company; (ii) no union organizing activities have taken place with respect to the Company; (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which the Company is a party; and (iv) all key employees of the Company are in good health.
Compliance with Labor Laws and Agreements. DIGITAL HKco and each of its Subsidiaries have complied with all applicable Laws and Orders relating to xvii employment or labor other than those Laws and Orders with which it could fail to comply, either individually or in the aggregate, without causing a Material Adverse Effect. Except as indicated in Schedule 3.19, no present or former employee, officer or director of DIGITAL HKco or any of its Subsidiaries has asserted against them any material claim for any matter including for wages, salary, vacation, severance, or sick pay except for the same incurred in the ordinary course of business for the last payroll period prior to the Closing Date. There is no:
(a) unfair labor practice complaint against DIGITAL HKco or any of its Subsidiaries pending before the labor Authority;
(b) pending labor strike or other material labor trouble affecting DIGITAL HKco or any of its Subsidiaries;
(c) material labor grievance pending against DIGITAL HKco or any of its Subsidiaries;
(d) pending representation question respecting the employees of DIGITAL HKco or any of its Subsidiaries; or
(e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which DIGITAL HKco or any of its Subsidiaries are a party. In addition, to the Knowledge of Digital HKco’s Shareholder: (i) none of the matters specified in Sections (a) through (e) above is threatened against DIGITAL HKco or any of its Subsidiaries; (ii) no union organizing activities have taken place with respect to DIGITAL HKco or any of its Subsidiaries; and (iii) no reasonable basis exists for which a material claim may be made under any collective bargaining agreement to which DIGITAL HKco or any of its Subsidiaries are a party.
Compliance with Labor Laws and Agreements. Seller has complied in all material respects with all Applicable Laws and Orders relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by appropriate Authorities and has withheld and paid to the appropriate Authorities, or is holding for payment not yet due to such Authorities, all amounts required to be withheld from such employees of Seller and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing.
Compliance with Labor Laws and Agreements. Except as disclosed in Section 7.12.2 of the Disclosure Schedule, as of the date hereof:
(a) no charge or complaint of employment discrimination against the University related to the Business or their subsidiaries is pending or threatened before the Equal Employment Opportunity Commission or any other federal, state, or local agency, court or tribunal;
(b) no charge or complaint against the University related to the Business is pending or threatened for payment of wages or other benefits under the Fair Labor Standards Act, as amended, or under any similar state or local employment standards law;
(c) no charge or complaint against the University related to the Business or is pending or threatened before the Occupational Safety and Health Administration or any similar state or local agency;
(d) there is no complaint or action against the University related to the Business by any current or former employee of the University, including, but not limited to, a complaint or action alleging breach of an employment contract, wrongful discharge, or breach of a duty of good faith and fair dealing in the employment relationship is pending before any federal, state or local agency, court or tribunal;
(e) there are no pending claims against the University related to the Business for workers' compensation, unemployment insurance, or disability benefits under federal, state, or local law; or
(f) as of the Closing Date, the University will have withheld all amounts required by currently applicable law or by written agreement to be withheld from the wages, salaries and other payments to its employees involved in the Business.
Compliance with Labor Laws and Agreements. The Company has complied with all applicable Laws and Orders relating to employment or labor other than those Laws and Orders with which it could fail to comply, either individually or in the aggregate, without causing a Material Adverse Effect. Except as set forth on Schedule 3.25, no present or former employee, officer or director of the Company has, or will have at the Closing Date, any claim against the Surviving Corporation for any matter including for wages, salary, vacation, severance, or sick pay except for the same incurred in the ordinary course of business for the last payroll period prior to the Closing Date. To the knowledge of the Company, there is no:
(a) unfair labor practice complaint against the Company pending before the National Labor Relations Board or any state or local agency;
(b) pending labor strike or other material labor trouble affecting the Company;
(c) material labor grievance pending against the Company;
(d) pending representation question respecting the employees of the Company; or
(e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which the Company is a party. In addition, to the Company’s knowledge: (i) none of the matters specified in clauses (a) through (e) above is threatened against the Company; (ii) no union organizing activities have taken place with respect to the Company; and (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which the Company is a party.
Compliance with Labor Laws and Agreements. The Company has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor (including its own labor policies and procedures as established in any written manuals or other instruments, or by custom and practice), including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate governmental authorities and has withheld and paid to the appropriate governmental authorities or is holding for payment not yet due to such authorities, all amounts required to be withheld from such employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. No present or former employee, officer or director of the Company has any claim against the Company for any matter, including but not limited to (a) overtime pay for work done; (b) wages or salary for the work done; (c) vacation time off or pay in lieu of vacation time off; (d) any violation of any statute, ordinance or regulation relating to minimum wages or maximum hours, workplace conditions, or any other matter; or (e) injuries or other damages which are not fully covered by the Company's insurance policies. Except as disclosed in Section 5.12.2 of the Disclosure Schedule, there is no:
(i) Unfair labor practice complaint against the Company pending before the National Labor Relations Board or any state or local agency;
(ii) Pending labor strike or other material labor trouble affecting the Company;
(iii) Material labor grievance pending against the Company;
(iv) Pending representation question respecting the employees of the Company;
(v) Pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Company is a party. In addition: (A) none of the matters specified in clauses (i) through (v) above is threatened against the Company; and (B) no union organizing activities have taken place with respect to the Company.
