Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of Acquiror the Company and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror the Company or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror the Company or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror the Company or any of its Subsidiaries pending or threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquirorthe Company, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror the Company or any of its Subsidiaries. (3) Acquiror The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror the Company or its Subsidiaries has have suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of the Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ ' compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of the Acquiror or any of its Subsidiaries is are engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against the Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against the Acquiror or any of its Subsidiaries pending or of threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practicesdiscrimination, by Acquirorthe Company, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither the Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of the Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives. (2a) Neither Acquiror the Company nor any of its Subsidiaries Company Subsidiary is a party to, or is bound by, any or in the process of negotiating a collective bargaining agreement, Contract work rules or other practices, or similar labor-related agreement or understanding with any labor union or labor organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3b) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror the Company or its any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission seeking recognition of a collective bargaining representative in the past three (3) years. (c) There is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or material grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past five (5) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company, the Company and the Company Subsidiaries has suffered an are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) To the knowledge of the Company, no executive officer or other key employee of the Company or any Company Subsidiary is in violation of any term of any noncompete, nonsolicitation, nondisclosure, confidentiality, restrictive covenant, employment, consulting or similar agreement relating to (i) the right of such employee to be employed by the Company or any Company Subsidiary or (ii) the knowledge or use of trade secrets. (f) The Company and the Company Subsidiaries are not, and have not been, (i) a “employment losscontractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246, or (iii) required to maintain an affirmative action plan. (g) The Company and the Company Subsidiaries are currently in WARN) during compliance with and, have at all times materially complied with, their obligations under the 90- day period prior Coal Industry Retiree Health Benefit Act of 1992, and currently maintains reserves adequate to cover the execution estimated present value of this Agreementsuch obligations.

Employees; Labor Matters. (1) Each of Acquiror the Company and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror the Company or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror the Company or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror the Company or any of its Subsidiaries pending or or, to the Company’s Knowledge, threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquirorthe Company, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror the Company or any of its Subsidiaries. (3) Acquiror The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror the Company or its Subsidiaries has have suffered an “employment loss” (as defined in WARN) during the 90- 90-day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of Acquiror the Company and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ ' compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror the Company or any of its Subsidiaries is are engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror the Company or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror the Company or any of its Subsidiaries pending or of threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practicesdiscrimination, by Acquirorthe Company, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its the Companies or their Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or or, to the Acquiror’s Knowledge, threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment WARN and Retaining Notification (“WARN”) or similar state statutestatutes. None of the employees No employee of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARNWARN and similar state statutes) during the 90- 90-day period prior to the execution of this Agreement.

Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ ' compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or of threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practicesdiscrimination, by Acquirorthe Company, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification (“WARN”) or similar state statute. None of the employees of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARN) during the 90- day period prior to the execution of this Agreement.

Employees; Labor Matters. (1a) No employee or former employee of the Company or its subsidiaries is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and accrued vacation). (b) There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the National Labor Relations Act, pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries. Neither the Company nor its subsidiaries has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its subsidiaries is presently a party to, bound by, or in the process of negotiating any collective bargaining agreement or union contract. No organizing activities are presently being made or, to the knowledge of the Company, are anticipated by or on behalf of any labor union with respect to any employees of the Company or its subsidiaries. There are no strikes, slowdowns, work stoppages, picketing or lockouts pending or, to the knowledge of the Company, threatened, by or with respect to any employees of the Company or its subsidiaries, and there have been no such strikes, slowdowns, work stoppages, picketing or lockouts within the past two (2) years. Each of Acquiror the Company and its Subsidiaries subsidiaries is in material compliance in all material respects with all currently applicable laws respecting Laws relating to employment and employment practices, workers' compensation, terms and conditions of employment and employment, worker safety, wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage hours and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Retraining Notification (“WARN”) Act. There has been no harassment, discrimination, retaliatory act or similar state statute. None claim against any officer, director or employee of the employees of Acquiror Company or its Subsidiaries has suffered an “employment loss” (as defined in WARN) subsidiaries at any time during the 90- day period prior to the execution of this Agreementpast two (2) years.

Employees; Labor Matters. (1) Each of Acquiror and its Subsidiaries is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. None of Acquiror or nor any of its Subsidiaries is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against Acquiror or any of its Subsidiaries before the National Labor Relations Board. There are no charges or complaints against Acquiror or any of its Subsidiaries pending or or, to the Acquiror’s Knowledge, threatened in writing alleging sexual or other harassment, or other discrimination or improper employment practices, by Acquiror, any of its Subsidiaries or by any of their employees, agents or representatives. (2) Neither Acquiror nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, Contract or other agreement or understanding with any labor union or organization, nor has it agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified, or is seeking certification, as representing any of the employees of Acquiror or any of its Subsidiaries. (3) Acquiror and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment WARN and Retaining Notification (“WARN”) or similar state statutestatutes. None of the employees No employee of Acquiror or its Subsidiaries has suffered an “employment loss” (as defined in WARNWARN and similar state statutes) during the 90- 90-day period prior to the execution of this Agreement.