Common use of Labor and Employee Matters Clause in Contracts

Labor and Employee Matters. Except to the extent set forth in the Disclosure Schedule and to the best knowledge of the Stockholder , (i) the Company is and has been in compliance in all material respects with all applicable laws of governmental entities respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and any such laws respecting employment discrimination, 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, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, and no governmental entity has provided any notice to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (v) in the event of termination of the employment of any of said officers, directors, employees or agents for any reason, neither the Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) all employees of the Company are employed at will. There are no pending or, to the Stockholder 's actual knowledge without investigation, threatened suits, claims, actions, charges, investigations or proceedings of any nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related matters.

Labor and Employee Matters. Except Neither Constellation nor any of its subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this Agreement, there are no disputes pending or, to the extent set forth knowledge of Constellation, threatened between Constellation or any of its subsidiaries, on the one hand, and any trade union or other representative of their respective employees, on the other hand, and there is no charge or complaint pending or threatened in writing against Constellation or any of its subsidiaries before the National Labor Relations Board (the “NLRB”), the Equal Employment Opportunity Commission (the “EEOC”) or any other Governmental Authority responsible for enforcing labor/employment Laws, except in each case as, individually or in the Disclosure Schedule aggregate, have not had and would not reasonably be expected to have a material adverse effect on Constellation, and, to the best knowledge of Constellation, as of the Stockholder date of this Agreement, (i) there are no organizational efforts presently being made involving any of the Company is and employees of Constellation or any of its subsidiaries. From January 1, 2002, to the date of this Agreement, there has been no work stoppage, strike or other concerted action by employees of Constellation or any of its subsidiaries and, to the knowledge of Constellation, no such action has been threatened in compliance writing, except in all each case as, individually or in the aggregate, have not had and would not reasonably be expected to have a material respects with all applicable laws adverse effect on Constellation. Since January 1, 2000, neither Constellation nor any of governmental entities respecting employment and employment practicesits subsidiaries has engaged in any “plant closing” or “mass layoff”, terms and conditions of employment and wages and hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Law ("collectively, the “WARN Act” or “WARN"”), and any without complying with the notice requirements of such laws respecting employment discriminationLaws, disability rights except for such failures to comply with the notice requirements of such Laws that, individually or benefitsin the aggregate, 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, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, had and no governmental entity has provided any notice would not reasonably be expected to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (v) in the event of termination of the employment of any of said officers, directors, employees or agents for any reason, neither the Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) all employees of the Company are employed at will. There are no pending or, to the Stockholder 's actual knowledge without investigation, threatened suits, claims, actions, charges, investigations or proceedings of any nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related matters.have a material adverse effect on

Labor and Employee Matters. Except No employees of the Seller are represented by a union or other labor organization. Neither the Seller nor any Shareholder is aware of any union organizing activities or Proceedings involving, or any pending petitions for recognition of, a labor union or association. There are no labor disputes currently subject to any Proceeding, there is no Proceeding pending or Threatened or, to the extent set forth in the Disclosure Schedule and to the best knowledge of the Stockholder Seller or any Shareholder, (i) contemplated with respect to any employee employed in the Company is operation of the Business, and no basis exists for asserting any of the foregoing. There has been no labor strike, dispute, slowdown or stoppage pending or Threatened against or affecting the Seller. Except as set forth on Schedule 3.14, the Seller has no obligations, contingent or otherwise, under any employment or consulting agreement, or collective bargaining agreement or other contract with a labor union or other labor or employee group. The Seller is not engaged in compliance in all material respects any unfair labor practice and, except for such nonmaterial violations as will not have a Material Adverse Effect on the conduct of the Business after the Closing, has complied with all applicable laws provisions of governmental entities respecting Applicable Law pertaining to the employment and of employees employed in the operation of the Business, including all such Applicable Laws relating to labor relations, equal employment, employment practices, terms and conditions of employment and employment, wages and hours, includingentitlement, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and any such laws respecting prohibited discrimination or other similar employment discrimination, disability rights practices 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, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, and no governmental entity has provided any notice to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining acts. No agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to Seller restricts it from relocating or closing any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (v) operations. Except as set forth in the event of termination of the employment of any of said officers, directors, employees or agents for any reason, neither the Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) all employees of the Company are employed at will. There are no pending orSchedule 3.14, to the Stockholder 's actual knowledge without investigationKnowledge of the Seller and any Shareholder (with the Shareholders and the Seller having a duty to investigate any rumors of which they are aware), threatened suitsthere has not been, claimsand the Seller and the Shareholders do not expect that there will be, actionsand have not received any notice that there may be, charges, investigations or proceedings any adverse changes in relations with any employee of the Seller as a result of any nature respecting announcement or consummation of the Transactions, except for such changes as may be made by the Purchaser after the Closing, and neither the Seller nor the Shareholders have any knowledge that any employee of the Seller will not accept employment and employment practices, terms and conditions with the Purchaser upon consummation of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related mattersthe Transactions.

Labor and Employee Matters. Except (a) Other than in the ordinary course of business consistent with past practice, Seller and its Affiliates have not, during the one-year period preceding the date of this Agreement, transferred (i) any employee of an Affiliate of Seller (other than the Company) to the - 33 - Company or (ii) any employee of the Company to an entity of Seller and its Affiliates other than the Company. Section ‎‎3.13(a) of the Seller Disclosure Letter sets forth a list of all collective bargaining agreements, as well as any side agreements, amendments or memoranda relating to the Company Employees (each, a “Labor Agreement”). Seller does not have any employees and has not had any employees during the one-year period preceding the date of this Agreement. None of the Subsidiaries of the Company (x) currently employ, or have ever employed, any employee or (y) have any Liability in respect of the employment of any employee. (b) Seller and its Affiliates have complied with the WARN Act, to the extent set forth applicable, except to the extent such failure to comply would not result in Purchaser or any of its Affiliates having any Liability. (c) No group of Company Employees or labor organization (with respect to any Company Employees) has made a pending demand for recognition or certification, and there are and have been no representation or certification proceedings or petitions seeking a representation proceeding, with the National Labor Relations Board or any other labor relations tribunal or authority, nor have any such demands, proceedings or petitions been brought or filed or threatened to be brought or filed within the past two years. There are not now, nor have there been at any time within the last two years, any actual or threatened organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes against or involving the Company, except as would not, individually or in the Disclosure Schedule and aggregate, be reasonably likely to have a Company Material Adverse Effect. The Company is (and, with respect to the best knowledge of Company Employees, the Stockholder , (iSeller and its Affiliates are) the Company is and has been in compliance in all material respects with all Labor Agreements and with all applicable laws Laws in respect of governmental entities respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, including, without limitation, the Immigration Reform hours and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and any such laws respecting employment discrimination, 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 health. (d) Seller has made available to Parent a true and unemployment insurance and related matterscomplete list, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, and no governmental entity has provided any notice to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (v) in the event of termination as of the employment date hereof, of any of said officers, directors, employees or agents for any reason, neither the all Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) Employees and all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) all employees of the Company are employed at willPension Participants. There are no pending or, to the Stockholder 's actual knowledge without investigation, threatened suits, claims, actions, charges, investigations or proceedings of any nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related matters.3.14

Labor and Employee Matters. Except (a) Other than in the ordinary course of business consistent with past practice or as set forth on Section 3.14 of the Seller Disclosure Letter, Seller and its Affiliates have not, during the one-year period preceding the date of this Agreement, transferred the employment of (i) any employee of Seller or its Affiliates (other than the Companies) to the Business or (ii) any employee of either of the Companies whose primary duties relate to the Business to an entity of Seller and its Affiliates (other than the Companies). Section 3.14(a)(ii) of the Seller Disclosure Letter sets forth a list of all collective bargaining agreements, as well as any side agreements, amendments or memoranda relating to the Business Employees (each, a “Labor Agreement”). None of the Companies or their respective Subsidiaries (x) currently employ or retain the services of, or have ever employed or retained the services of, any employee or other service provider or (y) have any Liability in respect of the employment or services of any employee or other service provider. (b) Seller and its Affiliates have complied with the WARN Act, to the extent set forth in the Disclosure Schedule and applicable, except to the best knowledge extent such failure to comply would not result in Purchaser or any of its Affiliates having any Liability. (c) As it relates to the Stockholder Business, (i) no labor organization or group of employees has made a pending demand for recognition or certification, and there are and have been no representation or certification proceedings or petitions seeking a representation proceeding, with the Company National Labor Relations Board or any other labor relations tribunal or authority, nor have any such demands, proceedings or petitions been brought or filed or threatened to be brought or filed within the past two years, (ii) there are not now, nor have there - 29 - been at any time within the last two years, any actual or threatened organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes against or involving either of the Companies except as would not reasonably be expected to materially and adversely affect Purchaser’s operation of the Business, and (iii) each of the Companies is and has been in compliance in all material respects with all Labor Agreements and with all applicable laws Laws in respect of governmental entities respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, including, without limitation, the Immigration Reform hours and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and any such laws respecting employment discrimination, 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 health. (d) Seller has made available to Parent a true and unemployment insurance and related matterscomplete list, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, and no governmental entity has provided any notice to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (v) in the event of termination as of the employment date hereof, of any of said officers, directors, employees or agents for any reason, neither the Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) Business Employees and all employees of the Company are employed at willPension Participants. There are no pending or, to the Stockholder 's actual knowledge without investigation, threatened suits, claims, actions, charges, investigations or proceedings of any nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related matters.3.15

Labor and Employee Matters. Except Neither FPL Group nor any of its subsidiaries is a party to the extent set forth in the Disclosure Schedule and to the best knowledge of the Stockholder , (i) the Company is and has been in compliance in all material respects with all applicable laws of governmental entities respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and any such laws respecting employment discrimination, 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, and is not engaged in and have not engaged in any unfair labor practice; (ii) no investigation or review by or before any governmental entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years, and no governmental entity has provided any notice to the Company or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) no collective bargaining agreement exists which is binding on the Company; (iv) the Company is not delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for labor agreement with any services performed by them union or amounts required to be reimbursed to such officers, directors, employees or agents; (v) in the event of termination labor organization. As of the employment date of any of said officersthis Agreement, directors, employees or agents for any reason, neither the Company nor AFC will, pursuant to any agreement or by reason of anything done prior to the Closing Date by the Company or any of its predecessors, be liable to any of said officers, directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (vi) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the employer at any time; (vii) all employees of the Company are employed at will. There there are no disputes pending or, to the Stockholder 's actual knowledge without investigationof FPL Group, threatened suits, claims, actions, charges, investigations or proceedings of any nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation under or alleging violation of IRCA, NLRA, FLSA, WARN between FPL Group or any applicable law respecting of its subsidiaries, on the one hand, and any trade union or other representative of their respective employees, on the other hand, and there is no charge or complaint pending or threatened in writing against FPL Group or any of its subsidiaries before the NLRB, the EEOC or any other Governmental Authority responsible for enforcing labor employment discriminationLaws except in each case as, equal opportunityindividually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on FPL Group, and, to the knowledge of FPL Group, as of the date of this Agreement, there are no organizational efforts presently being made involving any of the employees of FPL Group or any of its subsidiaries. From January 1, 2002, to the date of this Agreement, there has been no work stoppage, strike or other concerted action by employees of FPL Group or any of its subsidiaries and, to the knowledge of FPL Group, no such action has been threatened in writing, except in each case as, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on FPL Group. Since January 1, 2000, neither FPL Group nor any of its subsidiaries has engaged in any “plant closing” or “mass layoff”, as defined in WARN, without complying with the notice requirements of such Laws, except for such failures to comply with the notice requirements of such Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on FPL Group. With respect to the transactions contemplated by this Agreement, each labor relationsnotice required to have been given under any Law or collective bargaining agreement has been given or satisfied, affirmative actionother than as, disability rights individually or benefitsin the aggregate, employee leave issues or wage and hour standards, workers' compensation, plant closure issues, employee benefits, severance payments, occupational safety and health requirements or unemployment insurance and related matterswould not reasonably be expected to have a material adverse effect on FPL Group.