Common use of Compliance with Labor Laws and Agreements Clause in Contracts

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. The Company and each of the 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. 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) or 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 '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. The To the best of its knowledge, the Company and each of Subsidiaries have has substantially 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 Except as set forth on Schedule 3.24, no present or former employee, officer or director of the Company or any Subsidiaries Subsidiary 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. There Except as set forth on Schedule 3.24, to the knowledge of the Company, there is no: (a) unfair labor practice complaint against the Company or any Subsidiaries Subsidiary pending before the labor AuthorityNational Labor Relations Board or any state or local agency; (b) pending labor strike or other material labor trouble affecting the Company or any SubsidiariesSubsidiary; (c) material labor grievance pending against the Company or any SubsidiariesSubsidiary; (d) pending representation question respecting the employees of the Company or any SubsidiariesSubsidiary; or (e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which the Company or any Subsidiaries are Subsidiary is a party. In addition, to the Company’s Knowledgeknowledge: (i) none of the matters specified in Sections clauses (a) through (e) above is threatened against the Company or any Subsidiariessubsidiary; (ii) no union organizing activities have taken place with respect to the Company or any SubsidiariesSubsidiary; 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 Subsidiary is a party.

Compliance with Labor Laws and Agreements. The Each Company and each of Subsidiaries have has complied in all material respects with all applicable Laws and Orders relating to employment or labor labor. To each Company's knowledge, no such Law or Order requires Parent or the Surviving Corporations to give any notice, make any filing, receive any approval, or take any other than those Laws and Orders action to, with, or from or with which it could fail respect to comply, either individually or any Authority in connection with the transactions contemplated hereby. There is no legal prohibition with respect to the permanent residence of any employee of any of the Companies in the aggregate, without causing a Material Adverse EffectUnited States or his or her permanent employment by any Company or Parent or the Surviving Corporations. No present or former employee, officer or director of the any Company or any Subsidiaries has, or will have at the Closing Date, any claim against Surviving Corporation for any matter including including, without limitation, 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 any of the Company or any Subsidiaries Companies pending before the labor AuthorityNational Labor Relations Board or any state or local agency; (b) pending labor strike or other material labor trouble affecting any of the Company or any SubsidiariesCompanies; (c) material labor grievance pending against any of the Company or any SubsidiariesCompanies; (d) pending representation question respecting the employees of the Company or any SubsidiariesCompany; or (e) pending arbitration proceeding arising out of or under any collective bargaining agreement to which the any Company or any Subsidiaries are is a party. In addition, to the each Company’s Knowledge's and each Shareholders' knowledge: (i) none of the matters specified in Sections clauses (a) through (e) above is threatened against the Company or any SubsidiariesCompany; (ii) no union organizing activities have taken place with respect to the Company or any SubsidiariesCompany; and (iii) no basis exists for which a claim may be made under any collective bargaining agreement to which the any Company or any Subsidiaries are is a party; and (iv) each of the Shareholders is in good health.