Common use of Employment Related Matters Clause in Contracts

Employment Related Matters. Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

Employment Related Matters. Except as set forth in Schedule 3.16, (a) Section 3.8(a) of the Seller is not Disclosure Schedule sets forth a party true and correct list as of the date of this Agreement of (i) all collective bargaining agreements currently in force (including any side letters, letters of agreement or memoranda of understanding to such agreements) covering any contract Employees, (ii) all tentative agreements or term sheets reached with a representative of any Employees, (iii) all arbitration awards interpreting the terms of any collective bargaining agreements currently in force and (iv) any other type of material agreement or arrangement currently in force with any labor organization, trade union, works council or other certified or voluntarily recognized representative of any Employees concerning wages, hours, working conditions, or the representation of any Employees. Seller has delivered or made available to Buyer true and correct copies of each such contract, agreement or other document referred to in the preceding sentence as amended as of the date of this Agreement. (b) Except as disclosed in Section 3.8(b) of the Seller Disclosure Schedule, as of the date of this Agreement, (i) there are no pending representation proceedings involving any Employees, and to Seller’s Knowledge there are no pending organizing activities involving the Company or its Subsidiaries by any labor organization or group of Employees, (ii) no collective bargaining agreement is being negotiated by the Company or its Subsidiaries, (iii) there are no pending grievances or arbitration proceedings, and to Seller’s Knowledge there are no threatened arbitration proceedings, involving any Employees, (iv) there are no labor strikes, organized work stoppages, lockouts or other representative labor disputes pending or, to the Knowledge of Seller, threatened with respect to the Employees, and since October 1, 2009 no such events have occurred, (v) there are no charges or complaints against the Company or any of its employees; (b) there is no unfair labor practice charge or complaint Subsidiaries pending or, to Seller's best knowledge’s Knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage before the National Mediation Board or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought Governmental Authority by or on behalf of any employeeEmployee or group of Employees, prospective employee(vi) no charges with respect to or relating to any Employee are pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, former employee(vii) neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice, retireenor has there been since October 1, 2009 a finding by any Governmental Authority that the Company or any of its Subsidiaries engaged in an unfair labor organization practice, and (viii) no Proceedings have been filed in court and are pending against, or other representative of Seller's employees, is pending or, to Seller's best knowledge’s Knowledge are threatened against, threatened against Seller; the Company or any of its Subsidiaries by any Employee or group of Employees. All individuals performing services for the Company or its Subsidiaries that are classified as independent contractors have been properly classified as such, and neither the Company nor any of its Subsidiaries has any liability, whether absolute or contingent, with respect to any misclassification of any individual performing services for the Company or any of its Subsidiaries as an independent contractor. (hc) Except as disclosed in Section 3.8(c) of the Seller is not a party toDisclosure Schedule, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to each of the employees; (i) Seller Company and its Subsidiaries is in compliance in all material respects with respects, and at all applicable lawstimes since October 1, policies2009 has complied in all material respects, procedureswith, agreements and contracts, all Laws relating to employment, equal employment practicesopportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and terms other employment taxes, occupational safety and conditions of employment; health and plant closings (j) Seller has paid in full hereinafter collectively 62587121_2 SV\1145690.24 referred to all as the “Employment Laws”). Neither the Company nor any of its employees all wagesSubsidiaries is liable for the payment of material taxes, salariesfines, commissionspenalties or other amounts, bonuseshowever designated, benefits and other compensation due and payable for failure to such employees on comply with any of the foregoing Employment Laws. Since October 1, 2009 there has been no “mass layoff” or prior “plant closing” (as defined by the Worker Adjustment Retraining Notification Act (the “WARN Act”) or any similar state or local mass layoff or plant closing Law) with respect to the date hereofCompany or any of its Subsidiaries.

Employment Related Matters. Except as set forth in Schedule SCHEDULE 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule SCHEDULE 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their its employees or employment practices relating to the Seller's employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

Employment Related Matters. Except as set forth in Schedule 3.16, (a) Seller No employees of either Company are covered by a collective bargaining agreement or similar labor agreement and neither Company is not a party currently negotiating such an agreement. There is no labor strike, organized work stoppage, lockout or other labor controversy presently pending or, to the Knowledge of the Sellers, threatened against either Company and neither Company has experienced any labor strike, lockout or organized work stoppage during the last three years. To the Knowledge of the Sellers, there is no union organization campaign relating to any contract or agreement with any labor organization or other representative employees of its employees; (b) there either Company. There is no unfair labor practice charge or complaint or any other similar action, suit, arbitration, proceeding or investigation pending against either Company or, to the Knowledge of the Sellers, threatened before the National Labor Relations Board or any other Governmental Authority. No charges with respect to or relating to the employees of either Company are pending or, to Seller's best knowledgethe Knowledge of the Sellers, threatened against Seller; before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices. (b) Section 3.11(b) of the Disclosure Letter lists all employees of the Companies and the Company Subsidiaries as of the date of this Agreement. Except as provided in Section 3.11(b) of the Disclosure Letter, (i) no person or entity has a written employment, severance or independent contractor agreement with either Company or any of the Company Subsidiaries, (ii) no person or entity has an oral employment, severance or independent contractor agreement with either Company or any of the Company Subsidiaries which is not cancelable without penalty within 30 days, and (iii) no “leased employee” (within the meaning of Section 414(n) or (o) of the Code) performs any material services for either Company or any of the Company Subsidiaries. Sellers have heretofore furnished Buyers with a true, correct and complete list of the salaries of all employees of the Companies as of the date of this Agreement. (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, The Companies and Company Subsidiaries are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters. (d) The Companies and Company Subsidiaries have good relations with its employees and, to the Knowledge of the Sellers, there are no facts indicating that the consummation of the transactions contemplated hereby will have an adverse effect on such relations, and the Sellers have no Knowledge that any of key employees of the Companies or any Company Subsidiaries intends to leave their employ. (e) Neither Company nor any Company Subsidiary is engaged in any unfair labor practice. There is (i) no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or threatened against either Company or any Company Subsidiary; (jii) Seller has paid in full no strike, labor dispute, slowdown or stoppage pending or threatened against either Company or any Company Subsidiary; (iii) neither Company nor any Company Subsidiary is a party to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on any collective bargaining agreement or prior contract; (iv) no union representation question existing with respect to the date hereofemployees of either Company or any Company Subsidiary; and (v) no union organizing activities are taking place.

Employment Related Matters. Except as (a) All directors, officers, and employees of Seller are set forth on Schedule 6.21. The current salaries, job descriptions, and locations of such officers and employees are also set forth in Schedule 3.166.21. (b) Schedule 6.21 contains a complete list of all employment arrangements, all pension, retirement, profit sharing and bonus plans, and all deferred compensation, health, welfare, all severance management, and other similar plans for the benefit of any employees of Seller (a"Plans"), including employee plans subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Seller at present is not, and during the five (5) year period preceding the Closing Date will not have been, a party to any collective bargaining agreement. Seller has never been a member of a "controlled group of corporations" within the meaning of Section 414(b) or (c) of the Code and has never maintained a defined benefit pension plan or contributed to a multiemployer plan as defined in Section 3(37) of ERISA. True, correct and complete copies of each Plan have heretofore been delivered by Seller to Buyer. (c) With respect to each Plan: (1) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceeding, inquiry or investigation pending or threatened with respect to each such Plan, its related trust, or any fiduciary, administrator or sponsor of such Plan; and (2) each such Plan has been established, maintained, funded and administered in all material respects in accordance with its governing documents, and any applicable provisions of ERISA, the Code and other applicable laws. (d) Seller is not a party obligated to and does not (directly or indirectly) provide death benefits or health care coverage to any contract former employees or agreement with any labor organization or other representative of its employees; retirees. (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (de) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects complied with all applicable laws, policies, procedures, agreements and contracts, relating to employment, laws respecting employment practices, wages, hours, and terms and conditions of employment; , wages and hours, equal employment opportunity, and the payment of social security and similar taxes. Seller is not engaged in any unfair labor practice. Seller has complied with all applicable provisions of the Immigration Reform and Control Act of 1986. (jf) Seller has paid not entered into any severance or similar arrangement in full respect of any present or former employee that will result in an obligation (absolute or contingent) of Seller to all make any payment to any present or former employee following termination of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on employment or prior to upon consummation of the date hereoftransactions contemplated by this Agreement.

Employment Related Matters. (a) Except as set forth in on Schedule 3.163.15(a), (a) Seller neither the Company nor any of its Subsidiaries is not a party to any contract a collective bargaining agreement or agreement other Contract with any a labor union, trade union, works council or other labor organization including, without limitation, reconciliation of interest agreements, social plan agreements and any collective arrangements, whether in the form of general commitments, standard terms of employment, works council agreements, collective bargaining agreements or in any other legal form. Except as would not be material to the Company and its Subsidiaries, taken as a whole: (i) there is no labor strike, organized work stoppage, lockout or other representative labor controversy presently pending or, to the Knowledge of the Company, threatened against the Company or any of its employeesSubsidiaries involving any of the Employees; (bii) to the Knowledge of the Company, there is no union organization campaign relating to any Employees; and (iii) there is no unfair labor practice charge or complaint by any of the Employees against the Company or any of its Subsidiaries pending or, to Seller's best knowledgethe Knowledge of the Company, threatened against Seller; before the National Labor Relations Board or any other Government Authority. (cb) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements Except as set forth in on Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; 3.15(b) (i) Seller is in compliance The Company and each of its Subsidiaries are, and for the past four (4) years, have been, in all material respects respects, in compliance with all applicable lawsLaws respecting labor, policies, procedures, agreements and contracts, relating to employment, fair employment practices, wages, hours, and terms and conditions of employment, the proper classification and treatment of employees as exempt or non-exempt, the proper classification and treatment of any independent contractor who has in the past or currently provides service to the Company or its Subsidiaries, immigration, child labor, workers’ compensation, occupational health and safety, employee privacy, and wages and hours; (ii) The Company and its Subsidiaries do not have, nor ever incurred, any liabilities under WARN; and (jiii) Seller has paid in full to all None of the employment policies or practices of the Company or any of its employees all wagesSubsidiaries is currently being audited or, salariesto the Knowledge of the Company, commissionsinvestigated, bonusessubject to imminent audit or investigation by any Government Authority. (c) Except as set forth on Schedule 3.15(c), benefits and neither the Company nor any of its Subsidiaries is required to consult with, provide notice to, or seek opinion from any works council, union or other compensation due and payable to such employees on or employee representative body prior to the date hereofexecution of this Agreement or the consummation of the transactions contemplated hereby.