Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effect.

Employment and Labor Matters. Neither Parent nor Except as set forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of its Subsidiaries Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any Collective Bargaining Agreement with respect collective bargaining agreement, labor union contract or legally binding commitment to employees any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereofSeller, there are no union organizing activities among any Rodeo Employees or proceedings of involving any labor union to organize or trade unionrepresent any such Rodeo Employees, staff association (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other body to organize any Parent Employee where such activities similar Law, (v) there are no unfair labor practice charges or other applications or proceedings could reasonably be expected to have before a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent labor relations board or any similar authority currently pending or, to Parent’s knowledgethe Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any of its Subsidiaries consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Parent Rodeo Employees. Since , and (vii) since January 1, 20152010, there Rodeo has been no actual, not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing one or other labor disputes against more facilities or affecting Parent operating units within any site of employment or any facility of its Subsidiaries involving Parent Employees that would, individually Rodeo or the Business in the aggregate, reasonably be expected to have United States or (z) a Parent Material Adverse Effect and there are no circumstances which could “mass layoff” (as defined by the WARN Act) affecting any site of employment or might give rise to any such dispute that would, individually facility of Rodeo or the Business in the aggregateUnited States, reasonably be expected nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to have a Parent Material Adverse Effect. Parent istrigger application of any similar Law, and has been, (viii) each Rodeo Entity is in compliance with all Laws regarding employment applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and wages and hours (including classification of employees) and other Laws in occupational safety with respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse EffectRodeo Employees.

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries Except as set forth in SCHEDULE 5.17 Seller is not a party to (a) any Collective Bargaining Agreement collective bargaining agreement, (b) any agreement respecting the employment of any employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to employees of Parent the Business. Except as set forth in SCHEDULE 5.17, within the last five years Seller has not experienced any labor disputes, union organization attempts or any of its Subsidiaries (eachwork stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in SCHEDULE 5.17, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1the Business, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, (a) Seller is in compliance in all material respects with all Applicable Laws regarding respecting employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) hours, and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has is not been reassessed engaged in any material unfair labor practice; (b) there is no unfair labor practice charge or complaint against Seller pending or, to the best of Seller Parent's and Seller's knowledge, threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Seller Parent's and Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect under such Laws during to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the past three years, and Parent employees of Seller of the Business; (e) no grievance which has not received any claims under such Laws, in each case, that could had or would reasonably be expected to have a Parent Material Adverse Effect, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against Seller concerning alleged employment discrimination or other employment related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any other governmental entity which would reasonably be expected to have a Material Adverse Effect.

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries (a) Seller is not a party to any Collective Bargaining Agreement collective bargaining agreement or union contract which covers employees involved in the Business or the Purchased Assets and no such collective bargaining agreement or union contract is being negotiated with respect to such employees of Parent Seller. Purchaser is not required to assume any obligations of Seller under any employment contract or other employment relationship to which Seller is a party. Except as set forth in Paragraph 7.5 or the Transition Service Agreement referenced in Paragraph 1.4, Purchaser shall have no legal obligation to hire or employ any of Seller's employees; however, if Purchaser desires to hire any such employees involved in the day to day operation of the Business, Seller will not take any action to interfere with Purchaser's efforts to hire such employees. Purchaser shall have no obligation or liability to any employee of Seller who refuses, for any reason, any offer of employment made to such employee by Purchaser. Seller has paid in full, or will pay, to all employees of the Business, in the normal course of its operations, all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. Upon the Closing or upon termination of the employment of any of said employees by Seller, Purchaser will not be liable to any of said employees for so-called "severance pay" or any of its Subsidiaries (each, other payments except to the extent such liability is included as an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdictionAssumed Obligation. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement Seller is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, in compliance with all Laws regarding federal, state and local laws, ordinances and regulations relating to employment and employment practicespractices at the Business, terms and conditions of all employee benefit plans and tax laws relating to employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirementsat the Business, except where any such noncompliance non-compliance would not, individually or in the aggregate, be reasonably expected to not have a Parent Material Adverse Effectmaterially adverse effect on the Business after Closing or on Purchaser. There are is no material outstanding assessmentsunfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board or similar agency or body. There is no labor strike, penaltiesdispute, finesslow-down or stoppage actually pending or, Liensto the knowledge of Seller, chargesthreatened against or involving the Business. Prior to or at the time of the Closing, surchargesSeller will terminate the employment of all employees working for the Business unless Seller has elected to retain such employees on Seller's payroll. Purchaser shall have no obligation for any payments to any qualified or non-qualified pension, profit sharing, or other amounts due or owing by Parent pursuant employee benefit plan to any workplace safety and insurance/workers’ compensation Laws, Parent which Seller has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effectparty.

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries Except as set forth in Schedule 5.20, Seller is not a party to (a) any Collective Bargaining Agreement collective bargaining agreement, (b) any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to employees of Parent the Business. Except as set forth in Schedule 5.20, within the last five years Seller has not experienced any labor disputes, union organization attempts or any of its Subsidiaries (eachwork stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1the Business, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, (a) Seller is in compliance in all material respects with all Applicable Laws regarding respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice; (including classification b) there is no unfair labor practice charge or complaint against Seller pending or, to the best of employeesSeller's knowledge, threatened; (c) and other Laws in there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect to services of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually Seller; (d) no question concerning representation has been raised or in is threatened respecting the aggregate, be reasonably expected to employees of Seller of the Business; (e) no grievance which has had or could have a Parent Material Adverse Effect. There material adverse effect on Seller, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, administrative charges or court complaints against Seller concerning alleged employment discrimination or other amounts due employment related matters pending or owing by Parent pursuant to threatened before the U.S. Equal Employment Opportunity Commission or any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effectother governmental entity.

Employment and Labor Matters. Neither Parent nor any Except as set forth in Section 3.13 of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledgethe Seller Disclosure Schedule, as of the date hereof, none of the Acquired Companies is a party to or bound by any collective bargaining agreement and, to the Knowledge of the Sellers, no petition has been filed or Proceedings instituted by any Employee or group of Employees of the Acquired Companies with any labor relations board seeking recognition of a bargaining representative. Except as set forth in Section 3.13 of the Seller Disclosure Schedule, there is no labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute pending or, to the Knowledge of the Sellers, threatened between any Acquired Company on the one hand, and any of their Employees, on the other hand, except as would not have a Material Adverse Effect and except for such disputes with individual employees arising in the ordinary course of business. To the Sellers' Knowledge, as of the date of this Agreement, there is no organizing activity involving the Acquired Companies pending or threatened by any labor organization or group of Employees. Except as would not have a Material Adverse Effect, there are no activities complaints, charges or proceedings claims against the Acquired Companies pending or, to the Knowledge of the Sellers, threatened that could be brought or filed, with any labor Governmental Authority based on, arising out of, in connection with or trade unionotherwise relating to the employment or termination of employment of or failure to employ, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to individual. Except as would not have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledgethe Sellers' Knowledge, any of its Subsidiaries the Acquired Companies (i) have no direct or indirect liability with respect to any Parent Employees. Since January 1misclassification of any Person as an independent contractor rather than as an employee, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there (ii) are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, in compliance in all material respects with all applicable Laws regarding employment and respecting employment, employment practices, labor relations, employment discrimination, health and safety, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three yearshours, and Parent has (iii) have not received any claims written remedial order or notice of offense under such Lawsapplicable occupational health and safety Law. To the Sellers' Knowledge, in each casenone of the Acquired Companies have incurred, that could and nor do any of them reasonably be expected expect to have a Parent Material Adverse Effectincur, any liability or obligation under the WARN Act, and the regulations promulgated thereunder, or any similar state or local Law which remains unsatisfied.

Employment and Labor Matters. Neither Parent Except as set forth in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of Parent collective bargaining agreement, labor union contract, or any of its Subsidiaries trade union agreement (each, an a “Parent EmployeeCollective Bargaining Agreement”) that has had or could ). Except as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect, other than those that Parent or any of the Company and its Subsidiaries may be deemed are in compliance with the terms and conditions of the Collective Bargaining Agreements and applicable Laws pertaining to be a party to or bound by as a result of doing business in a particular jurisdictionthe Collective Bargaining Agreements. To Parent’s knowledgethe knowledge of the Company, as of the date hereof, there are no material activities or proceedings of any labor or trade union, staff association or other body union to organize any Parent Employee where such activities employees of the Company or proceedings could reasonably be expected to have a Parent Material Adverse Effectany of its Subsidiaries. No material Except as set forth in Section 3.14 of the Company Disclosure Schedule, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent the Company or any of its Subsidiaries involving Parent Employees that wouldSubsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened. Except as would not reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that wouldhave, individually or in the aggregate, a Material Adverse Effect, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, the Company and has been, in compliance its Subsidiaries have complied with all Laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employeesemployees and equitable pay practices) and other Laws in respect of any reduction in force, force (including notice, information and consultation requirements), except where any such noncompliance and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. There , to the knowledge of the Company, there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts required to be paid that are due or owing by Parent the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effect.

Employment and Labor Matters. Neither Parent Except as set forth in Schedule 5.20, neither Parent, Seller nor any of its Subsidiaries the Company is a party to (a) any Collective Bargaining Agreement collective bargaining agreement, (b) any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to employees of Parent the Business. Except as set forth in Schedule 5.20, within the last five years neither Parent, Seller nor the Company has experienced any labor disputes, union organization attempts or any of its Subsidiaries (eachwork stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any the Business, (a) Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to and Seller have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent iscomplied, and has beenthe Company is in compliance, in compliance all material respects with all Applicable Laws regarding respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice, in connection with the Business; (including classification b) there is no unfair labor practice charge or complaint against Parent, Seller or the Company pending or, to the best of employeesthe Company's, Parent's and Seller's knowledge, threatened in connection with the Business; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of the Company's, Parent's and other Laws in Seller's knowledge, threatened against or affecting the Business nor any secondary boycott with respect to services of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually the Business; (d) no question concerning representation has been raised or in is threatened respecting the aggregate, be reasonably expected to employees of Seller of the Business or of the Company; (e) no grievance which has had or could have a Parent Material Adverse Effect. There material adverse effect on the Business, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no material outstanding assessmentsadministrative charges or court complaints against Parent, penalties, fines, Liens, charges, surcharges, Seller or the Company concerning alleged employment discrimination or other amounts due employment related matters pending or owing by Parent pursuant to threatened before the U.S. Equal Employment Opportunity Commission or any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed other governmental entity in any material respect under such Laws during connection with the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse EffectBusiness.

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries (a) Except as set forth in Schedule 3.12(a), with respect to the Assets, Seller is not a party to (a) any Collective Bargaining Agreement with respect to employees collective bargaining agreement, (b) any agreement respecting the employment of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, Offered Employee other than those that Parent the Employment Contracts or (c) any agreement for the provision of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association consulting or other body to organize any Parent Employee where such activities professional services which is not cancelable without penalty on less than 30 days’ notice. Except as set forth in Schedule 3.12(a) or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees for matters that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Parent Seller’s Material Adverse Effect, to Seller’s Knowledge, within the last 5 years, Seller has not experienced any material labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with any of the Assets. There Except to the extent set forth in Schedule 3.12(a), to Seller’s Knowledge, with respect to the Assets, (i) there is no unfair labor practice charge or complaint against Seller pending or, to Seller’s Knowledge, threatened, (ii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to Seller’s Knowledge, threatened against or affecting Seller, (iii) no question concerning labor representation has been raised to Seller or, to Seller’s Knowledge, is threatened respecting the Offered Employees, (iv) no grievance, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending or, to Seller’s Knowledge, threatened, (v) there are no material outstanding assessments, penalties, fines, Liens, administrative charges, surcharges, court complaints or threatened complaints against Seller concerning alleged employment discrimination or other amounts due employment related matters pending or, to Seller’s Knowledge, threatened before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor or owing by Parent pursuant any other Governmental Authority and (vi) to any workplace safety Seller’s Knowledge, Seller has complied with all applicable labor and insurance/workers’ compensation Laws, Parent has not been reassessed employment laws in any all material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effectrespects.

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries Except as set forth in Schedule 5.20, Seller is not a party to (a) any Collective Bargaining Agreement collective bargaining agreement, (b) any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to employees of Parent the Business. Except as set forth in Schedule 5.20, within the last five years Seller has not experienced any labor disputes, union organization attempts or any of its Subsidiaries (eachwork stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1the Business, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, (a) Seller is in compliance in all material respects with all Applicable Laws regarding respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice; (including classification b) there is no unfair labor practice charge or complaint against Seller pending or, to the best of employeesParent's and Seller's knowledge, threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Parent's and other Laws in Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect to services of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually Seller; (d) no question concerning representation has been raised or in is threatened respecting the aggregate, be reasonably expected to employees of Seller of the Business; (e) no grievance which has had or could have a Parent Material Adverse Effect. There material adverse effect on Seller, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, administrative charges or court complaints against Seller concerning alleged employment discrimination or other amounts due employment related matters pending or owing by Parent pursuant to threatened before the U.S. Equal Employment Opportunity Commission or any workplace safety and insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effectother governmental entity.