Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected to result in a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There As of the Effective Date, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending in existence or, to any Loan Party’s knowledge, pending or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected to result in a Material Adverse Effect. No Loan Party or any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party or any Subsidiary thereof before any Governmental Authority governmental authority and no grievance or arbitration proceeding pending or threatened (in writing) against any of the Loan Party Parties and their Subsidiaries that arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or ; (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any of the Loan Parties and their Subsidiaries; or (c) to the knowledge of any each Loan Party, threatened (in writing) against no union representation question existing with respect to the employees of any of the Loan Party that could reasonably be expected Parties and their Subsidiaries and no union organizing activity taking place with respect to result in a Material Adverse Effectany of the employees of any of the Loan Parties and their Subsidiaries. No None of the Loan Party Parties and their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of any each of the Loan Party Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that any such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any of the Loan Party Parties and their Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such that Loan PartyParty or that Subsidiary, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that arises out of or under any collective bargaining agreement, in each case that could would reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party that could would reasonably be expected to result in a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There As of the Effective Date, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending in existence or, to any Loan Party’s knowledge, pending or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected to result in a Material Adverse Effect. No Loan Party or any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. .

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending oror threatened against any Loan Party, other than employee grievances arising in the ordinary course of business which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (iii) to the best knowledge of any Loan Party, threatened (in writing) against no union representation question existing with respect to the employees of any Loan Party that could reasonably be expected and no union organizing activity taking place with respect to result in a Material Adverse Effectany of the employees of any Loan Party. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that could each case, except as would not reasonably be expected to result in have a Material Adverse Effect. No Loan Party or any of its ERISA Affiliates has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers, threatened (in writing) against any Secured Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Secured Loan Party that which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Secured Loan Party that could reasonably be expected to result in a Material Adverse Effectmaterial liability, or (iii) to the knowledge of Borrowers, after due inquiry, no union representation question existing with respect to the employees of any Secured Loan Party and no union organizing activity taking place with respect to any of the employees of any Secured Loan Party. No Secured Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each Secured Loan Party have has not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Secured Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such any Secured Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) to the knowledge of any Loan Party, no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the best knowledge of any Loan Party, threatened (in writing) against no union representation question existing with respect to the employees of any Loan Party that could reasonably be expected and no union organizing activity taking place with respect to result in a Material Adverse Effectany of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) against any Loan Party Parties before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that Parties which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any or threatened in writing against Loan Party, threatened (in writing) against any Loan Party Parties that could reasonably be expected to result in a Material Adverse Effectmaterial liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Loan Parties and no union organizing activity taking place with respect to any of the employees of Loan Parties. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyParent, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No US Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar law of any state law that or other jurisdiction, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each US Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyBorrowers, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened except, as to each of (in writingi), (ii) against any Loan Party that could and (iii) above, as would not reasonably be expected to result in a Material Adverse EffectChange. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) writing against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) writing against any Loan Party that which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of any Borrower, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any the Loan Party Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any the Loan Party Parties on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyPerson, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that could each case, except as would not reasonably be expected to result in have a Material Adverse Effect. No Loan Party or any of its ERISA Affiliates has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) against any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that or its Subsidiaries which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect. No material liability, or (c) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyBorrowers, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effectmaterial liability.

Employee and Labor Matters. (a) There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effectmaterial liability, or (iii) except as set forth on Schedule 4.24 to the knowledge of any Borrower, after due inquiry, as of the Closing Date, no union representation question existing with respect to the employees of any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The Except as set forth on Schedule 4.7, the hours worked and payments made to employees of any each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any each Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyParty or Subsidiary, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. For clarity and with express limitation, this Section 4.24(a) does not apply to any Canadian Loan Party.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected to result in a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments 107 #97889169v6 due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreementagreement which, individually or in each case that the aggregate, could reasonably be expected to result in have a Material Adverse Effect or Effect, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected or (c) to result in a Material Adverse Effect. No the best knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. Neither any Loan Party nor any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreementagreement which, individually or in each case that the aggregate, could reasonably be expected to result in have a Material Adverse Effect or Effect, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected or (c) to result in a Material Adverse Effectthe best knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There Except in each case where any such matter could not reasonably be expected to result in a Material Adverse Change, there is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyParties' knowledge, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan PartyParties, threatened (in writing) against any Loan Party that could reasonably be expected and (c) except for the existing unions set forth on Schedule 5.24, no union representation question existing with respect to result in a Material Adverse Effectthe employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any of them. No Neither any Loan Party nor any ERISA Affiliate of any Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of workers compensation, wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected or (iii) to result in a Material Adverse Effectthe best knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyParty other than payments in respect of severance, except where employment or consulting agreements that have been rejected by the failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Parties in the Chapter 11 Cases with the approval of the Bankruptcy Court.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyCompany’s knowledge, threatened (in writing) against any Loan TiVo Party before any Governmental Authority governmental authority and no grievance or arbitration proceeding pending or or, to the Company’s knowledge, threatened (in writing) against any Loan TiVo Party that which arises out of or under any collective bargaining agreement, agreement that singly or in each case that the aggregate could reasonably be expected to result in have a Material Adverse Effect or Effect, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Partythe Company, threatened (in writing) against any Loan TiVo Party that singly or in the aggregate could reasonably be expected to result have a Material Adverse Effect and (c) no union representation question existing with respect to the employees of any TiVo Party and, to the Company’s knowledge, no union organizing activity taking place with respect to any of the employees of any of them that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. No Loan Neither any TiVo Party nor any ERISA Affiliate of any TiVo Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan each TiVo Party have not been in material violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan TiVo Party on account of workers compensation, wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan TiVo Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the knowledge of any Loan Party, threatened (in writing) against no union organizing activity taking place with respect to any of the employees of any Loan Party that could reasonably be expected to result in a Material Adverse EffectParty. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan Partythe Company, threatened (in writing) against any Loan Party Company Group Member before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party Company Group Member that arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Partythe Company, threatened (in writing) against any Loan Party Company Group Member that could reasonably be expected to result in a Material Adverse Effect. No Loan Party Company Group Member has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party Company Group Member have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party Company Group Member on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyPerson, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 6.01(y), there is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Credit Party, threatened (in writing) against any Loan Credit Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Credit Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a an Individual Loan Party Material Adverse Effect or Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action against any Credit Party or grievance pending or, (iii) to the knowledge of any Loan Credit Party, threatened (in writing) against no union representation question existing with respect to the employees of any Loan Credit Party that could reasonably be expected and no union organizing activity taking place with respect to result in a Material Adverse Effectany of the employees of any Credit Party. No Loan Credit Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Credit Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Credit Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Credit Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that . Except as could not reasonably be expected to result in have a Material Adverse Effect. No , no Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations violation could not reasonably be expected to result in have a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where to the extent that the failure to do so pay or accrue such amount could not reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened (in writing) against any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened (in writing) against any Loan Party that or its Subsidiaries which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect material liability, or (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effectmaterial liability. No None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, requirements except to the extent that such violations could violation would not reasonably be expected to result in a Material Adverse Effectmaterial liability. All material payments due from any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan PartyBorrowers, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effectmaterial liability.

Employee and Labor Matters. There Except as could not reasonably be expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party that could reasonably be expected or (iii) to result in a Material Adverse Effectthe best knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, or threatened against any Loan Party or (iii) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, threatened (in writing) against any Loan Party that could each case, except as would not reasonably be expected to result in have a Material Adverse Effect. No Loan - 70 - Party or any of its ERISA Affiliates has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) writing against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) writing against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, or threatened (in writing) writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Employee and Labor Matters. (i) There is (iA) no unfair labor practice complaint pending or, to the best knowledge of any each Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (iiB) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, threatened (in writing) against any the Loan Party that could reasonably be expected and (C) to result in a Material Adverse Effectthe best knowledge of each Loan Party, no union representation question existing with respect to the employees of the Parent or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any of them. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 4.23, there is (ia) no unfair labor practice complaint pending or, to the knowledge of any Loan Party’s knowledge, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any each Loan Party, threatened (in writing) against any Loan Party that and (c) no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any of them, which in the case of any event described in the preceding clause (a), (b) or (c) could reasonably be expected to result in a Material Adverse EffectChange. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent for any violation that such violations could not reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Loan Party on account of workers compensation, wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened (in writing) against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) against any Loan Party that which arises out of or under any collective bargaining agreement, in each case that could reasonably be expected to result in a Material Adverse Effect or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of any Loan Party, threatened (in writing) against any Loan Party that or (iii) to the knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party, in each case which could reasonably be expected to result in have a Material Adverse Effect. No Except as set forth on Schedule 6.01(i), no Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or similar state law that law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued in accordance with GAAP as a liability on the books of such Loan Party, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened (in writing) writing against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened (in writing) writing against any Loan Party that which arises out of or under any collective bargaining agreement, in each case agreement and that could reasonably be expected to result in a Material Adverse Effect or material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to (other than routine employee grievances for which reserves in accordance with GAAP have been established and are being maintained on the knowledge books of any such Loan Party, ) pending or threatened (in writing) writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effectmaterial liability, or (iii) to the knowledge of any Loan Party, after due inquiry, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that in the United States or under the law of any foreign jurisdiction, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or similar law of any foreign jurisdiction or any other applicable legal requirements, except to the extent that such violations could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange.