Common use of Employees, Labor Matters, etc Clause in Contracts

Employees, Labor Matters, etc. Except as set forth in Schedule 3.19 of the Contributors’ Disclosure Schedules, (a) no Contributor or Partnership is a party to or bound by any collective bargaining agreement, and there are no labor unions, works councils or other organizations representing, purporting to represent or, to the Knowledge of the Contributors, attempting to represent any employee of any Contributor or any Partnership; (b) no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened in writing or, to the Knowledge of the Contributors, is anticipated with respect to any employee of any Contributor or any Partnership; (c) there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened in writing or, to the Knowledge of the Contributors, anticipated with respect to any employee of any Contributor or any Partnership and there is no action pending or, to the Knowledge of the Contributors, threatened by any labor unions, work councils or other organizations representing, purporting to represent or attempting to represent any employee of any entity in which any of the Contributors or any of the Partnerships have invested or are contemplating investing that could have a Material Adverse Effect on the business, operations or prospects of the Contributors, the Partnerships, the Funds or the Issuer; (d) to the Knowledge of the Contributors, no Contributor or Partnership is, and no Contributor or Partnership has been, engaged in any unfair labor practice within the meaning of the National Labor Relations Act; (e) the Contributors and the Partnerships are in compliance in all material respects with all applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the Worker Adjustment and Retraining Notification Act; (f) there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of any Contributor or any Partnership at any time during the past four years and, to the Knowledge of the Contributors, no facts exist that could reasonably be expected to give rise to such claims or actions and (g) no Contributor or Partnership and, to the Knowledge of the Contributors, no employee, agent or representative of any such entity (i) is in possession of or has or is using information, data or other property in violation of the ownership rights or property interests of any other Person, including any prior employer of any such employee, agent or representative or (ii) has taken any action in violation of any obligations or restrictions with respect to which any such employee, agent or representative may be subject.

Employees, Labor Matters, etc. Except as set forth in on Schedule 3.19 of 3.1.22, neither any Employee, Weatherford nor any Asset Seller with respect to the Contributors’ Disclosure Schedules, (a) no Contributor or Partnership Business nor any Target Company is a party to or subject to, or bound by any collective bargaining agreementagreement or other agreement with any labor union, trade union, works council or representative of employees and to the knowledge of Weatherford there are no labor unions, works trade unions, work councils or other organizations or labor representatives representing, purporting to represent or attempting to represent any employees employed in the operation of the Business. Except as set forth on Schedule 3.1.22, since January 1, 2013 there has not occurred or, to the Knowledge knowledge of the ContributorsWeatherford, attempting to represent been threatened any employee of any Contributor or any Partnership; (b) no material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened in writing or, to the Knowledge of the Contributors, is anticipated with respect to any employee Employee or other individual engaged or who has been employed or engaged in the operation of any Contributor or any Partnership; (c) the Business. Except as set forth on Schedule 3.1.22, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened in writing application for certification filed with a Governmental Authority or, to the Knowledge knowledge of the ContributorsWeatherford, anticipated threatened with respect to any employee Employee or other individual engaged or who has been employed or engaged in the operation of any Contributor or any Partnership the Business. Weatherford and there is no action pending or, each Asset Seller with respect to the Knowledge of the Contributors, threatened by any labor unions, work councils or other organizations representing, purporting to represent or attempting to represent any employee of any entity in which any of the Contributors or any of the Partnerships Business and each Target Company have invested or are contemplating investing that could have a Material Adverse Effect on the business, operations or prospects of the Contributors, the Partnerships, the Funds or the Issuer; (d) to the Knowledge of the Contributors, no Contributor or Partnership is, and no Contributor or Partnership has been, engaged in any unfair labor practice within the meaning of the National Labor Relations Act; (e) the Contributors and the Partnerships are in compliance complied in all material respects with all provisions of applicable Laws Law pertaining to the employment of Employees, including all such laws relating to employment and labor relations, collective bargaining, recordkeeping, immigration, employee leave, equal employment, fair employment practices, workers’ compensationentitlements, terms and conditions of employmentnon-retaliation, worker safety, wages and hours, civil rights, prohibited discrimination, immigrationor other similar employment practices or acts, collective bargaining except for any failure so to comply that, individually or together with all such other failures, has not and will not result in a material Liability on the Worker Adjustment part of Acquiror or other Buyer or the Business. Other than as set forth on the Closing Date Balance Sheet, all wages, bonuses and Retraining Notification Act; (f) there other compensation due and payable to each Employee or other individual engaged or who has been employed or engaged in the operation of the Business will have been no claims of harassmentpaid in full on or prior to Closing or, discriminationif not paid on or prior to Closing, retaliatory act shall be paid by Weatherford or similar actions against any employee, officer or director of any Contributor or any Partnership at any time during the past four years and, to the Knowledge of the Contributors, no facts exist that could reasonably be expected to give rise to such claims or actions and its Affiliates within thirty (g30) no Contributor or Partnership and, to the Knowledge of the Contributors, no employee, agent or representative of any such entity (i) is in possession of or has or is using information, data or other property in violation of the ownership rights or property interests of any other Person, including any prior employer of any such employee, agent or representative or (ii) has taken any action in violation of any obligations or restrictions with respect to which any such employee, agent or representative may be subjectdays after Closing.

Employees, Labor Matters, etc. Except as set forth in Schedule 3.19 None of the Contributors’ Disclosure Schedules, (a) no Contributor or Partnership Hatteras Group members is a party to or bound by any collective bargaining agreementagreement and, and to the knowledge of the Hatteras Sellers, there are no labor unions, works councils or other organizations currently representing, purporting to represent or, to the Knowledge of the Contributors, or attempting to represent any employee of any Contributor or any Partnership; (b) the Hatteras Group. Since January 1, 2010, no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened in writing or, to the Knowledge knowledge of the ContributorsHatteras Sellers, is anticipated with respect to any employee of any Contributor or any Partnership; (c) there the Hatteras Group. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation litigation, to the knowledge of the Hatteras Sellers, and there is no representation petition pending, threatened in writing or, to the Knowledge of the Contributors, or anticipated with respect to any employee of any Contributor or any Partnership and there is no action pending or, to the Knowledge of the Contributors, threatened by any labor unions, work councils or other organizations representing, purporting to represent or attempting to represent any employee of any entity in which any of the Contributors or any of the Partnerships have invested or are contemplating investing that could have a Material Adverse Effect on the business, operations or prospects of the Contributors, the Partnerships, the Funds or the Issuer; (d) to the Knowledge of the Contributors, no Contributor or Partnership is, and no Contributor or Partnership Hatteras Group. No Hatteras Group member has been, engaged in any unfair labor practice practices within the meaning of the National Labor Relations Act; (e) the Contributors and the Partnerships Act since January 1, 2010. The Hatteras Group members are in compliance in all material respects with all applicable Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining bargaining, and the Worker Adjustment and Retraining Notification Act; (f) Nxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. and the regulations promulgated thereunder. Except as set forth in Schedule 4.24, since January 1, 2010, there have been no claims of harassment, discrimination, retaliatory act or similar actions filed with any court or governmental agency against any employee, officer or director of any Contributor the Hatteras Group members that are still pending or any Partnership at any time during unresolved. To the past four years and, to the Knowledge knowledge of the ContributorsHatteras Sellers, no facts exist that could reasonably be expected to give rise to such claims or actions and (g) no Contributor or Partnership and, to the Knowledge of the Contributors, no employee, agent or representative employee of any such entity (i) Hatteras Group member is in possession of or has or is using information, data or other property in violation of the ownership rights or property interests of any other Person, including any prior employer of any such employee, agent or representative or (ii) has taken any action material respects in violation of any obligations term of any employment Contract, non-disclosure agreement, non-competition agreement, or restrictions with respect any restrictive covenant to which a former employer relating to the right of any such employee, agent employee to be employed by the Hatteras Group member because of the nature of the business conducted by the Hatteras Group member or representative may be subjectto the use of trade secrets or proprietary information of others.

Employees, Labor Matters, etc. The Acquired Companies have listed in Schedule 4.21 and have furnished to TBA true and complete copies of: (a) any written employment agreements with officers and directors of any Acquired Company; and (b) any written employment agreements with its employees which by their terms may not be terminated by the Acquired -27- 32 Company at will or which grants severance payments. No Acquired Company has entered into any similar oral employment agreements. Except as set forth in Schedule 3.19 of the Contributors’ Disclosure Schedules4.21, (a) no Contributor or Partnership Acquired Company is a party to or bound by any collective bargaining agreement, agreement and there are no labor unions, works councils unions or other organizations representing, purporting to represent or, to the Knowledge of the ContributorsShareholders, attempting to represent any employee employees employed by any Acquired Company. Since January 1, 1997 there has not occurred or, to the knowledge of the Shareholders and the Acquired Companies, been threatened any Contributor or any Partnership; (b) no material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened in writing or, to the Knowledge of the Contributors, is anticipated with respect to any employee of employees employed by any Contributor or any Partnership; (c) there Acquired Company. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened in writing pending or, to the Knowledge knowledge of the ContributorsShareholders and the Acquired Companies, anticipated threatened with respect to any employee of any Contributor or any Partnership and there is no action pending or, to Acquired Company. To the Knowledge of the ContributorsShareholders, threatened the Acquired Companies have complied with all provisions of Applicable Law pertaining to the employment of employees, including, without limitation, all such laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, except for any failure so to comply that, individually or together with all such other failures, has not and will not result in a material liability or obligation on the part of TBA or the Acquired Companies, and has not had or resulted in, and will not have or result in, a Material Adverse Effect. To the Shareholders' Knowledge, no key employee or group of employees has any plans to terminate employment with any Acquired Company. Except as set forth on Schedule 4.21, there are no loans or other obligations payable or owing by any labor unionsAcquired Company to any shareholder, work councils officer, director or other organizations representing, purporting to represent or attempting to represent any employee of any entity Acquired Company (except salaries and wages incurred and accrued in which the ordinary course of business), nor are there any loans or debts payable or owing by any of the Contributors such persons to any Acquired Company or any of the Partnerships have invested or are contemplating investing that could have a Material Adverse Effect on the business, operations or prospects of the Contributors, the Partnerships, the Funds or the Issuer; (d) to the Knowledge of the Contributors, no Contributor or Partnership is, and no Contributor or Partnership has been, engaged in guarantees by any unfair labor practice within the meaning of the National Labor Relations Act; (e) the Contributors and the Partnerships are in compliance in all material respects with all applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the Worker Adjustment and Retraining Notification Act; (f) there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director Acquired Company of any Contributor loan or any Partnership at any time during the past four years and, to the Knowledge of the Contributors, no facts exist that could reasonably be expected to give rise to such claims or actions and (g) no Contributor or Partnership and, to the Knowledge of the Contributors, no employee, agent or representative obligation of any such entity (i) is in possession of or has or is using information, data or other property in violation of the ownership rights or property interests of any other Person, including any prior employer of any such employee, agent or representative or (ii) has taken any action in violation of any obligations or restrictions with respect nature to which any such employee, agent or representative may be subjectperson is a party.