Common use of Labor and Employment Agreements Clause in Contracts

Labor and Employment Agreements. Schedule 4.10 identifies (i) each collective bargaining agreement and other labor agreement to which Seller is a party or by which it is bound with respect to the Business (the "Collective Bargaining Agreements"); and (ii) each written or, to Seller's knowledge, material oral agreement, providing a management-level Employee of the Business with rights to employment, compensation or benefits related thereto (other than benefits under Welfare Plans or Retirement Plans as defined in Section 4.11 hereof). Seller is not, and to Seller's knowledge, no other party to any such agreement is in default with respect to any material term or condition thereof, nor, to Seller's knowledge, has any event occurred which through the passage of time or notice, or both, would constitute a material default thereunder by Seller or any other party to such agreement, or would cause the acceleration of any material obligation of Seller or any other party to such agreement. Seller has delivered to Purchaser true and complete copies of all written agreements identified in Schedule 4.10. Except as set forth in Schedule 4.10: (a) Since January 1, 1995, no unfair labor practice complaint has been brought or, to Seller's knowledge, threatened, against Seller with respect to any Hired Employees, former employees of the Business or labor organization with respect to the Business, before any federal, state or local agency, no labor strike affecting Seller has been brought nor, to Seller's knowledge, is threatened, and no grievance has been brought since January 1, 1997 that rises to step 3 or 4 of the relevant grievance procedure, and to Seller's knowledge no basis for any such unfair labor practice complaint exists which, if adversely determined, could have a Material Adverse Effect; (b) Since January 1, 1995, no organization or representation petition has been filed or, to Seller's knowledge, threatened, respecting the Employees of the Business, and no such proceeding has been brought since January 1, 1995. (c) Since January 1, 1995, no arbitration proceeding arising out of or under any Collective Bargaining Agreement has been brought or, to Seller's knowledge, is threatened with respect to the Employees of the Business, and no basis for any such proceeding exists which, if adversely determined, could have a Material Adverse Effect; and (d) With respect to any Employee of the Business covered by a Collective Bargaining Agreement, Seller has not engaged in any course of conduct or otherwise pursued any practice of bestowing any benefits upon such Employees of the Business which would be enforceable against Purchaser and which are not required pursuant to any Collective Bargaining Agreement.

Labor and Employment Agreements. Paragraph 1.20 of the Schedule 4.10 identifies (i) each collective bargaining agreement and other labor agreement to which Seller is a party or by which it is bound with respect to the Business (the "Collective Bargaining Agreements")bound; and (ii) each written or, to Seller's knowledge, or material oral agreement, agreement providing a management-level Employee of the Business an individual or employee with rights to employment, compensation severance pay, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, vacation, sick leave, incentive pay, holiday leave, salary continuation during short absences for illness or other reasons, and any other plan, agreement, arrangement or commitment by Seller to provide benefits related thereto not previously listed to which the Seller is a party, or by which it is or may be bound (other than benefits under Welfare Plans or Retirement Plans as defined in Section 4.11 paragraph 1.21 hereof). Seller is not, and to Seller's knowledge, no other party to any such agreement is is, in default with respect to any material term or condition thereof, nor, to Seller's knowledge, nor has any event occurred which through the passage of time or the Seller's notice, or both, would constitute a material default thereunder by Seller or any other party to such agreement, or would cause the acceleration of any material obligation of Seller or any other party to such agreement. Seller has delivered to Purchaser Buyer true and complete copies of all written agreements identified in Schedule 4.10paragraph 1.20 of the Schedule. Except as set forth in Schedule 4.10paragraph 1.20 of the Schedule: (a) Seller has complied with all applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate governmental authorities; (b) Since January October 1, 1995, no unfair labor practice complaint has been brought or, to Seller's knowledge, or threatened, against Seller with respect to any Hired Employees, former employees of the Business or labor organization with respect to the Business, before any federal, state or local agency, no labor strike affecting the Seller has been brought nor, to Seller's knowledge, is nor threatened, and no grievance has been brought since January 1, 1997 that rises to step 3 or 4 of the relevant grievance procedure, and to Seller's knowledge no basis for any such unfair labor practice complaint exists which, if adversely determined, could have a Material Adverse Effectnor threatened; (bc) Since January 1, 1995, no No organization or representation petition proceeding has been filed or, to Seller's knowledge, brought or threatened, respecting the Employees employees of the BusinessSeller, and no such proceeding has been brought since January 1, 1995.within the ten (10) year period prior to the date of this Agreement; (cd) Since January 1, 1995, no No arbitration proceeding arising out of or under any Collective Bargaining Agreement collective bargaining agreement has been brought oror threatened, to Seller's knowledge, is threatened with respect to the Employees of the Business, and no basis for any such proceeding exists which, if adversely determined, could would have a Material Adverse Effectmaterial adverse effect on Seller; (e) All accrued obligations of Seller, whether arising by operation of law, contract or past custom for unemployment compensation benefits, pension benefits, salaries, bonuses, sick leave, severance, vacation and other forms of compensation payable to the officers, directors and/or other employees of Seller, or to trusts or other funds or to any governmental agency, in respect of the services rendered by any such individuals prior to the date hereof, have been paid or accruals therefor have been made in the Financial Statements; and (df) With respect to No trade union, council of trade unions, affiliated bargaining agency or employee bargaining agency has bargaining rights for any Employee of the Business covered by a Collective Bargaining Agreement, Seller has not engaged in any course of conduct or otherwise pursued any practice of bestowing any benefits upon such Employees of the Business which would be enforceable against Purchaser and which are not required Seller's employees pursuant to any Collective Bargaining Agreementthe provisions of all applicable laws, rules or regulations relating to the employment of labor.

Labor and Employment Agreements. Schedule 4.10 SCHEDULE 1.1(i)(vi) identifies (i) each collective bargaining agreement and other labor agreement to which Seller is a party or by which it is bound with respect to the Business (the "Collective Bargaining Agreements")Agreement; and (ii) Schedule 4.9 identifies each written or, to Seller's knowledge, material oral agreement, providing a management-level an Employee of the Business with rights to employment, compensation or benefits related thereto (other than agreements with any Employee of the Business covered by a Collective Bargaining Agreement and other than benefits under Welfare Plans or Retirement Plans as defined in Section 4.11 hereof4.10 below). Seller is not, and to Seller's knowledge, no other party to any such agreement is in default with respect to any material term or condition thereof, nor, to Seller's knowledge, has any event occurred which through the passage of time or notice, or both, would constitute a material default thereunder by Seller or any other party to such agreement, or would cause the acceleration of any material obligation of Seller or any other party to such agreement. Seller has delivered to Purchaser true and complete copies of all written agreements identified in Schedule 4.10SCHEDULE 4.9. Except as set forth in Schedule 4.10SCHEDULES 1.1 (i)(vi) and SCHEDULE 4.9: (a) Since January 1July 14, 19951997, no unfair labor practice complaint has been brought or, to Seller's knowledge, threatened, against Seller with respect to any Hired Employees, former employees of the Business or labor organization with respect to the Business, before any federal, state or local agency, no labor strike affecting Seller has been brought nor, to Seller's knowledge, is threatened, and no grievance has been brought since January 1July 14, 1997 that rises to step 3 or 4 of the relevant grievance procedure, and to Seller's knowledge no basis for any such unfair labor practice complaint exists which, if adversely determined, could would reasonably be expected to have a Material Adverse Effect; (b) Since January 1July 14, 19951997, no organization or representation petition has been filed or, to Seller's knowledge, threatened, respecting the Employees of the Business, and no such proceeding has been brought since January 1July 14, 1995.1997; and (c) Since January 1July 14, 19951997, no arbitration proceeding arising out of or under any Collective Bargaining Agreement has been brought or, to Seller's knowledge, is threatened with respect to the Employees of the Business, and no basis for any such proceeding exists which, if adversely determined, could would reasonably be expected to have a Material Adverse Effect; and (d) With respect to any Employee of the Business covered by a Collective Bargaining Agreement, Seller has not engaged in any course of conduct or otherwise pursued any practice of bestowing any benefits upon such Employees of the Business which would be enforceable against Purchaser and which are not required pursuant to any Collective Bargaining Agreement.