Employee and Labor Relations. (a) There is no labor strike, dispute, or work stoppage or lockout pending or, to the knowledge of Parent, threatened against or affecting Parent; (b) to the knowledge of Parent, no union organizing campaign is in progress with respect to the employees of Parent; (c) there is no unfair labor practice charge or complaint against Parent pending or, to the knowledge of Parent, threatened before the National Labor Relations Board; (d) there is no pending or, to the knowledge of Parent, threatened grievance that would have a Parent Material Adverse Effect; and (e) no charges with respect to or relating to Parent are pending before the Equal Employment Opportunity Commission or any state agency responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination, other than those which, if so determined, would not have a Parent Material Adverse Effect.
Employee and Labor Relations. (a) There is no material labor strike, slowdown, dispute, work stoppage, or lockout pending, or, to the Knowledge of TRW, threatened against or otherwise affecting the Company or any Subsidiary of the Company and neither the Company nor any of its Subsidiaries has experienced such labor controversy within the past three (3) years;
(b) To the Knowledge of TRW, no material union organization campaign is in progress with respect to the Automotive Business Employees;
(c) There is no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any similar Governmental Body outside of the United States involving the Company or its Subsidiaries;
(d) There is no pending grievance or arbitration involving an Automotive Business Employee that, individually or when aggregated with other grievances or arbitrations based on substantially the same facts or circumstances, involves or would reasonably be expected to involve an amount in controversy of at least $10,000,000;
(e) No discrimination charges or complaints with respect to or relating to the Company or any of its Subsidiaries in respect of the Automotive Business are pending before the Equal Employment Opportunity Commission or any other similar Governmental Body responsible for the prevention of unlawful employment practices that, individually or when aggregated with other claims based on substantially the same facts or circumstances, involves or would reasonably be expected to involve an amount in controversy of at least $10,000,000;
(f) Neither the Company nor any of its Subsidiaries shall be liable for any material severance pay or other material payments to any employee or former employee under any benefit or severance policy, practice, agreement, plan or program of the Company or its Subsidiaries as a result of or in connection with the transactions contemplated hereunder; and
(g) Neither the Company nor any of its Subsidiaries has closed any manufacturing plant or facility, effectuated any layoffs of 500 or more employees at any single facility or implemented any early retirement, separation or window program within the past three (3) years, nor has the Company or any Subsidiary of the Company planned or announced any such action or program for the future.
Employee and Labor Relations. (a) Each Company is in material compliance with all Laws governing the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes.
(b) No Company is a party to a collective bargaining agreement or otherwise bound to a collective bargaining agreement or any Contract relating to similar matters. No application or petition for an election of or for certification of a collective bargaining agent relating to any of the Companies is pending as of the date of this Agreement.
(c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at any time by or on behalf of any union, works council or other labor organization or group of employees with respect to any employees of any of the Companies. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions.
(d) Except as set forth on Section 4.14(d) of the Company Disclosure Schedule, there is no unfair labor practice charge or complaint against any of the Companies pending before the National Labor Relations Board or similar Government Entity and no such charge or complaint has been made against any Company since January 1, 2011. There has been no charge of discrimination filed against any of the Companies with the Equal Employment Opportunity Commission or similar Government Entity during the last three years prior to the date hereof.
(e) No Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment with any of the Companies has terminated during the ninety (90) day period prior to the date of this Agreement.
Employee and Labor Relations. (a) Except as set forth in Section 3.22(a) of the Company Disclosure Schedule, no labor organization or group of employees has been recognized or certified as representatives to the Company or any of its subsidiaries for any current or former employees of the Company or any such subsidiary. No labor organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority of which the Company has actual knowledge. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, grievances, or other labor disputes pending or threatened in writing against or involving the Company or any of its subsidiaries of which the Company has actual knowledge. There has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment Retraining Notification Act or any similar state or local "plant closing" laws with respect to the Company or any of its subsidiaries within the six months prior to the date hereof.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending allegations that the Company or any of its subsidiaries has violated any provision of federal, state, local or foreign law or any governmental rule or regulation, or any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any governmental, quasi-governmental or regulatory agency regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including, without limitation, laws, rules, regulations, orders, rulings, decrees, judgments and/or arbitration awards relating to discrimination, fair labor standards, occupational health and safety, immigration and naturalization, worker's compensation, the National Labor Relations Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees. No present or former director, officer, employee or agent of the Company or any of its subsidiaries has asserted any claim against ...
Employee and Labor Relations. Except as provided under Schedule 2.26:
Employee and Labor Relations. Except as set forth in Schedule 3.15 hereto:
(a) the Company is not a party to any collective bargaining agreement, side letter, memorandum of understanding or other written agreement with a labor organization;
(b) there is no pending labor strike, work stoppage or slow down by the Employees (including, without limitation, any organizational drive);
(c) there is no pending representation petition respecting the Employees;
(d) the Company has no outstanding commitment or agreement to institute any general wage or salary increase for any class or category of its Non-Union Employees other than in the ordinary course of business and consistent with past practice;
(e) the Sellers and the Company have no "established past practices" (as that term is used in any of the Company's collective bargaining agreements) with respect to the Union Employees that would alter or add to the express terms of the applicable Collective Bargaining Agreements; and
(f) the Sellers and the Company have no "established past practices" (as that term is used in any of the Company's collective bargaining agreements) with respect to the Non-Union Employees the result of which would be to make their employment other than terminable at will.
Employee and Labor Relations. (a) Schedule 3.24(a) hereto correctly sets forth the name and current annual salary of each of the Company’s employees receiving more than $50,000 in annual compensation and whether any employees are absent from active employment, including, but not limited to, leave of absence or disability.
Employee and Labor Relations. (a) Seller is and has been in compliance with all federal, state or other Applicable Laws respecting employment and employment practices at the Facility (collectively, “Employment Laws”).
(b) Seller is in full compliance with all Employment Laws and Contracts relating to collective bargaining, wages, hours, overtime, employee classification, immigration, working conditions, hiring, promotion, affirmative action, equal employment opportunity, occupational health and safety (including employee training), terms and conditions of employment, and the payment and withholding of taxes and similar obligations. Seller has not received any written or oral notice of any violation of any Employment Laws or Contracts. All Employees are properly classified under the Fair Labor Standards Act and any applicable state law. Seller has withheld from the wages and salaries of its Employees as required by Applicable Law and is not liable for any arrears of wages or any tax or penalty in connection therewith.
(c) No legal claim, cause of action, grievance, judgment, other adverse charge or decision of any kind (including any in the nature of employment discrimination of any type, breach of contract, wrongful discharge, retaliation, health, safety, child labor violations, workplace violence, or non-payment of wages, benefits or wage supplements), notice of complaint or internal complaint or communication with respect to application for employment, employment, the terms or conditions of employment, the handling of benefits or termination of employment or any other alleged breach of any Employment Laws has been asserted or to Seller’s Knowledge threatened against Seller or any Affiliate thereof in connection with the operation of the Facility or the Business, nor is the internal investigation of any such matters currently pending.
(d) Seller is not subject to any consent decree, injunction or other form of court or administrative order relating to any practice relating to labor, collective bargaining, employment, civil rights, discrimination, affirmative action or wage and hour issues.
(e) No labor strike, picketing action, dispute, slowdown or stoppage or unfair labor practices are actually pending or, to the Knowledge of Seller, threatened against, or involving, Seller or the Facility or the Business.
(f) There is no pending grievance or arbitration and no unsatisfied or unremedied grievance or arbitration award against Seller or any agent, representative or Employee thereof and...
Employee and Labor Relations. Except as set forth on Schedule 3.15 hereto:
(a) the Company is not a party to any collective bargaining agreement, side letter, memorandum of understanding or other written agreement with a labor organization;
(b) there is no existing labor strike, work stoppage or slow down by the Employees (including, without limitation, any organizational drive);
(c) there is no existing representation petition respecting the Employees;
(d) the Company has no outstanding commitment or agreement to institute any general wage or salary increase for any class or category of its Employees other than in the ordinary course of business and consistent with past practice; and
(e) the Seller and the Company have no “established past practices” with respect to the Employees the result of which would be to make their employment other than terminable at will.
Employee and Labor Relations. (a) There is no material labor strike, slowdown, dispute, work stoppage, or lockout pending, or to the Knowledge of Seller, threatened against or otherwise affecting Seller.
(b) Except as set forth on Schedule 4.11(b), there is no unfair labor practice charge or complaint with respect to Seller pending before the National Labor Relations Board or any similar Governmental Authority outside of the United States involving any Seller Party.
(c) Except as set forth on Schedule 4.11(c), there is no pending grievance or arbitration involving any Business Employees that, individually or when aggregated with other grievances or arbitrations based on substantially the same facts or circumstances, involves or would reasonably be expected to involve an amount in controversy of at least $200,000.
(d) Except as set forth in Schedule 4.11(d), with respect to the Business Employees, the Seller is not subject to any collective bargaining agreement to which a Seller is a party.
