Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (a) Except as listed in Section 3.17(a) of the Sellers’ Disclosure Schedule, with respect to the Company: (1) the Company has no present intention to terminate any employee’s employment; (2) no employee thereof is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the Company that is material to the performance of such employee’s employment duties or the Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 or to the Knowledge of any Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 or, to the Knowledge of any Seller Person, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company or Buyer (other than as is accrued in the Balance Sheet); (8) there is no employment-related Proceeding pending or to the Knowledge of each Seller, Threatened regarding an alleged violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; and (9) no employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract.

Employees and Labor Relations. (a) Except as listed in Section Schedule 3.17(a) of the Sellers’ Disclosure Schedule), with respect to the CompanyBusiness: (1) the Company Seller has no present intention to terminate any employee’s employment, other than in connection with the transactions contemplated pursuant to this Agreement; (2) to the best of the Seller’s Knowledge, no employee thereof of the Business is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the Company Seller that is material to the performance of such employee’s employment duties or the CompanySeller’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 2014 or to the Knowledge of any Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 2014 or, to Company’s and the Knowledge of any Seller PersonSeller’s Knowledge, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company Seller or Buyer (other than as is accrued in the Balance SheetInterim Financial Statements); (8) there is no employment-related Proceeding pending or to the Knowledge of each Seller, Threatened regarding an alleged violation or breach by the Company Seller (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; and (9) no employee or agent of the Company Seller has committed any act or omission giving rise to any material Liability for any violation or breach by the Company Seller (or any of its managers, officers, governors or directors) of any Applicable Law or Contract.

Employees and Labor Relations. (a) Except as listed in Section Schedule 3.17(a) of the Sellers’ Disclosure Schedule), with respect to the each Operating Company: (1) the no Operating Company has no any present intention to terminate any employee’s employment; (2) to each Operating Company’s and each Seller’s Knowledge, no employee thereof is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the such Operating Company that is material to the performance of such employee’s employment duties or the such Operating Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 or 2007 or, to the Knowledge of any Seller Person each Operating Company’s and each Seller’s Knowledge, is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 2007 or, to the Knowledge of any Seller Personeach Seller’s and each Operating Company’s Knowledge, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the any Operating Company or the Buyer (other than as is accrued in the Interim Balance Sheet); (8) there is no employment-related Proceeding pending or or, to the Knowledge of each Operating Company’s and each Seller’s Knowledge, Threatened regarding an alleged violation or breach by the any Operating Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; and (9) to each Operating Company’s and each Seller’s Knowledge, no employee or agent of the any Operating Company has committed any act or omission giving rise to any material Liability for any violation or breach by the such Operating Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract.

Employees and Labor Relations. (a) Except as listed in Section Schedule 3.17(a) of the Sellers’ Disclosure Schedule), with respect to the CompanyCompany or any Employee as of the date of this Agreement: (1) the Company has no present intention to terminate any employeeEmployee’s employment; (2) to the Sellers’ Knowledge, no employee thereof Employee is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee Employee and any Person other than the Company that is material to the performance of such employeeEmployee’s employment duties or the Company’s ability (or, after Closing, that will would be material to Buyer’s ability) to conduct the BusinessBusiness of the Company as conducted as of the date hereof; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees Employees has filed any representation petition or or, to the Sellers’ Knowledge, made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 2016 or to the Knowledge of any Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 2017 or, to the Knowledge of any Seller PersonSellers’ Knowledge, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that that, to the Sellers’ Knowledge, will or is reasonably likely to materially and adversely affect the Company or Buyer (other than as is accrued in the Interim Balance Sheet); (8) there is no employment-related Proceeding pending or or, to the Knowledge of each SellerSellers’ Knowledge, Threatened regarding an alleged violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; and (9) to the Sellers’ Knowledge, no employee Employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract.

Employees and Labor Relations. (a) Except as listed in Section 3.17(a) of the Sellers’ Disclosure Schedule, with respect to any of the CompanyGroup Companies or any Employee: (1i) no notice to terminate the employment Contract of any Employee has been served by any such Group Company and no such Group Company has no any present intention to terminate any employeeEmployee’s employment; (2ii) to the Company’s Knowledge, no employee thereof Employee is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee Employee and any Person other than the such Group Company that is material to the performance of such employeeEmployee’s employment duties or the such Group Company’s ability (or, after Closing, that will would be material to Buyer’s ability) to conduct the Businessbusiness of such Group Company; (3iii) there is no collective bargaining agreement or relationship with any labor organization, trade union, works council or other informing or consultation body and no Employee is represented by any labor organization, trade union, works council or other informing or consultation body; (4iv) no labor organization organization, trade union, works council or other informing body or consultation body or group of employees Employees has filed any representation petition or made any written or oral demand for recognitionrecognition and no such petition or demand is Threatened; (5v) to the Company’s Knowledge, no union organizing or decertification effort exists or has occurred since January 1, 2008 or to the Knowledge of any Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6vi) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 or, to the Knowledge of any Seller PersonCompany’s Knowledge, is Threatened; (7vii) to the Company’s Knowledge, there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the such Group Company or Buyer (other than as is accrued in the Interim Balance Sheet); (8) viii) there is no employment-employment related Proceeding pending or to the Knowledge of each Seller, Threatened regarding an alleged violation or breach by such Group Company (or any of its managers, officers, governors, directors or contractors) of any Applicable Law or Contract; (ix) to the Company’s Knowledge, no Employee or agent of such Group Company has committed any act or omission giving or that could reasonably be expected to give rise to any material Liability for any violation or breach by such Group Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; (x) all compensation, including (but not limited to) wages, commissions, bonuses incentive compensation and other compensation, payable to any current or former Employees for services performed on or prior to the date of this Agreement have been paid or accrued in full; (xi) there are no pending or Threatened disciplinary or grievance proceedings or investigations in respect of any Employee; (xii) there have been no decisions, determinations, recommendations, awards or judgements against any Group Company from any court, tribunal or other adjudicating body of competent jurisdiction in relation to any Employee; (xiii) there are no pending or Threatened investigations of any Group Company by any regulatory or auditory body of competent authority; (xiv) each Group Company has maintained all records required by Applicable Law regarding the service of each of its current and former officers and employees including, without limitation, compliance with working time regulations; and (9xv) no employee Employee is currently on any leave or agent of other approved absence (other than holiday leave) or has a right to return to work pursuant to Applicable Law, or has or may have a right to be reinstated or re-engaged, and no Employee is on long term absence from work due to ill health, except as has been separately disclosed to the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or ContractBuyer.