Labor and Employment Law Matters. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group (or employees directly) or Governmental Authority related to the foregoing. Seller Parent shall regularly review with Purchaser the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority regarding the effect, impact or timing of the transactions contemplated by this Agreement. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l). To the extent required by Law or Collective Bargaining Agreement (and within the time periods required by Law or Collective Bargaining Agreement), Purchaser shall or shall cause its applicable Affiliate to (i) become a party to any Collective Bargaining Agreement with respect to applicable Transferred Employees and shall be responsible for all Liabilities under any Collective Bargaining Agreement with respect to any Business Employee or Former Business Employee, regardless of whether arising prior to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federation. Purchaser shall indemnify Seller Parent and its Affiliates for any Liabilities incurred by Seller Parent and its Affiliates with respect to Purchaser or its Affiliates’ failure to comply with the obligations under this Section 6.6(l), which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to Seller Parent’s or its Affiliates’ failure to comply with the obligations under this Section 6.6(l).
Labor and Employment Law Matters. (a) Parent and Seller shall, and shall cause their Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law or any Labor Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each union, labor board, employee group, or Governmental Entity where so required under applicable Law. Seller shall regularly review with Parent the progress of the notifications, consultations and negotiations with each union, labor board, employee group and Governmental Entity regarding the effect, impact or timing of the transactions contemplated by this Agreement.
(b) Seller shall provide to Parent on the Closing Date, a written list of all terminations of Company Employees that occurred within the 90-day period prior to the Closing Date. Parent will indemnify Seller and its Affiliates, from and against any Liabilities that may be incurred by Seller under the WARN Act arising at or after the Closing as a result of any action or omission of Parent or its Affiliates occurring following the Closing.
Labor and Employment Law Matters. Sellers and Buyer Parent shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law to notify, consult with or negotiate the effect, impact or timing of the Transactions with each works council, union, labor board, employee group or Governmental Authority where so required under applicable Law. Sellers and Buyer Parent shall, and shall cause their applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees. Buyer Parent or its applicable Affiliate shall become a party to any collective bargaining (including national, sector or local), works council or similar agreement with respect to any Business Employee. Buyer Parent shall, or shall cause its Affiliates to, join any industrial, employer or similar association or federation if membership is required for the currently applicable collective bargaining, works council or similar agreement to continue to apply.
Labor and Employment Law Matters. (i) Except as otherwise set forth in SECTION 6.2(P) of the Disclosure Schedule, since June 15, 1997, (i) the Company has not conducted negotiations with respect to any future contract with or commitment to any union or labor association and there are no current or, to the knowledge of the Principal Members, threatened attempts to organize or establish any union or labor association; (ii) no NLRB unfair labor practice claims have been filed or are presently pending or, to the knowledge of the Principal Members, have been threatened against the Company or Gage or any Subsidiary or any labor organization representing its employees; (iii) no grievance or arbitration demand, whether or not filed pursuant to a collective bargaining agreement, has been filed or is pending or, to the knowledge of the Principal Members, has been threatened against the Company or Gage or any Subsidiary; (iv) no labor dispute, walkout, strike, slowdown, handbilling, picketing, work stoppage (sympathetic or otherwise), or other "concerted action" involving the employees of the Company or Gage or any Subsidiary has occurred, is in progress or, to the knowledge of the Principal Members, has been threatened; (v) no breach of contract and/or denial of fair representation claim has been filed or is pending against the Company or Gage or any Subsidiary and/or any labor organization representing its employees; (vi) no claim for unpaid wages or overtime or for child labor or recordkeeping violations has been filed, or is pending or, to the knowledge of the Principal Members, has been threatened against the Company or Gage or any Subsidiary under the Fair Labor Standards Act, Davix-Xxxxx Xxx, Walsx-Xxxxxx Xxx, or Service Contract Act or any other Federal, state, local or foreign law, regulation, or ordinance; (vii) no discrimination and/or retaliation claim has been filed, or is pending or, to the knowledge of the Principal Members, has been threatened against the Company or Gage or any Subsidiary under the 1866, 1877, 1964 or 1991 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA or any other Federal law or any comparable state fair employment practices act or foreign law regulating discrimination in the workplace and no wrongful discharge, libel, slander or other claim under any state law has been filed, or is pending or, to the knowledge of the...
Labor and Employment Law Matters. GE and Xxxxxx shall, and shall cause their Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group, or Governmental Authority where so required under applicable Law. GE and Xxxxxx shall, and shall cause their applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Transferred Employees, including providing any required notice under the Worker Adjustment and Retraining Notification Act, as amended, and any similar foreign, state or local law.
Labor and Employment Law Matters. The Buyer and the Company shall, and the Buyer shall cause its Affiliates to, and the Company shall cause its Subsidiaries to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including applicable Transfer Regulations) or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with, each works council, union, labor board, employee group (or employees directly) or Governmental Body related to the foregoing where so required under applicable Law (including applicable Transfer Regulations). The Company and the Buyer shall, and the Buyer shall cause its Affiliates to, and the Company shall cause its Subsidiaries to, comply with all applicable Laws, directives and regulations relating to the Employees (including applicable Transfer Regulations).
Labor and Employment Law Matters. The Purchaser and the Seller shall, and shall cause their applicable Affiliates to, (i) comply with, on a timely basis, their obligations under the Transfer Regulations or otherwise as are required under applicable Law or any Collective Bargaining Agreement, including obligations to notify, consult with, or negotiate the effect, impact, terms or timing of the Transactions with each works council, union, labor board, employee group, employees, or Governmental Authority where so required under applicable Law arising from or in connection with the Transactions (the “Transaction Obligations”); and (ii) cooperate to ensure compliance with the Transaction Obligations. The Seller shall provide regular status updates to the Purchaser on the progress of such notifications, consultations and negotiations with each works council, union, labor board, employee group, employees and Governmental Authority regarding the effect, impact or timing of the Transactions. Where required under applicable Law, the Purchaser or its applicable Affiliate shall become a party to any Collective Bargaining Agreement with respect to any Transferred Employee and shall, or shall cause its Affiliates to, be responsible for all Liabilities arising under any Collective Bargaining Agreement with respect to any Transferred Employee. The Purchaser shall, or shall cause its Affiliates to, join any industrial, employer or similar association or federation if membership is required for the currently applicable Collective Bargaining Agreement to continue to apply.
Labor and Employment Law Matters. There are no controversies -------------------------------- pending, or, to the knowledge of the Selling Shareholders, threatened between the Company or Lighting and any of their employees or officers, including without limitation any strikes, work stoppages, work slowdowns, unfair labor practice charges or complaints, grievances or arbitrations, or any other pending or threatened charges, complaints, actions or proceedings with respect to any aspect of employment, application for employment, or the termination of employment, including without limitation any charges, complaints or actions alleging employment discrimination, unlawful retaliation, breach of contract, wrongful discharge, breach of a duty of good faith and fair dealing, defamation, breach of privacy or any federal, state or local laws, ordinances or regulations with respect to employment standards, wage and hours, payment of wages, safety and health, immigration or labor practices. Neither the Company nor Lighting is subject to any collective agreements, or any side letters or memoranda of agreement pertaining thereto, other than shown on the Disclosure Schedule. There are no pending labor negotiations with respect to the Company or Lighting. No union or other labor organization is seeking to organize or be recognized as a collective bargaining representative for any employee of the Company or Lighting, and there are no representation proceedings or petitions pending or threatened.
Labor and Employment Law Matters. The Purchaser and the Seller shall, and shall cause their Affiliates to, reasonably cooperate to take all steps, on a timely basis, as are required under applicable Law to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group, or Governmental Authority where so required under applicable Law.
Labor and Employment Law Matters. (a) Purchaser and Seller shall, and shall cause their Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law or any Labor Agreement to notify, consult with, or negotiate the effects of the transactions contemplated by this Agreement with each union representing Business Employees. Seller shall not enter into any Labor Agreement (other than a Labor Agreement limited solely to the effects of the transactions contemplated in this Agreement) covering any Business Employee. Following the date of this Agreement, any request from any union that is the certified representative of Business Employees to discuss or negotiate concerning a Labor Agreement covering any Business Employee shall be directed to Purchaser, who shall engage in good faith negotiations, with Seller present, with such union on a close-contingent basis. Purchaser shall consider in good faith any comments made by Seller with respect to such negotiations and Seller shall have to consent to the entering into or settlement of agreements reached in such negotiations that would become effective prior to the Closing Date, which consent shall not be unreasonably withheld.
(b) Seller shall provide to Purchaser on the Closing Date, a written list of all terminations of Business Employees that occurred within the 90-day period prior to the Closing Date. Purchaser will indemnify Seller and its Affiliates, from and against any Liabilities that may be incurred by Seller under the WARN Act arising after the Closing as a result of any action of Purchaser or its Affiliates occurring following the Closing.
