Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Kos Pharmaceuticals Inc), Agreement and Plan of Merger (Abbott Laboratories)
Labor and Employment Matters. Neither As of the date of this Agreement, there are no disputes, grievances or arbitrations pending or, to the knowledge of the Company, threatened between the Company nor or any of its Subsidiaries has Subsidiaries, on the one hand, and any labor contracts trade union or collective bargaining agreements with any persons employed by other representatives of Company Personnel, on the other hand, and there is no charge or complaint pending or threatened in writing against the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritysimilar Governmental Authority, except for such complaints that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the have a Company and its Subsidiaries taken as a whole. There are no strikesMaterial Adverse Effect, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orand, to the Knowledge knowledge of the Company, threatened against or as of the date of this Agreement, there are no material organizational efforts presently being made involving any of the Company Personnel. From January 1, 2008, to the date of this Agreement, there has been no work stoppage, strike, slowdown or its Subsidiarieslockout by or affecting Company Personnel and, to the knowledge of the Company, no such action has been threatened in writing, except for such labor disputes that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had and would not reasonably be material expected to have a Company Material Adverse Effect: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company and its Subsidiaries taken as a whole. No labor organization knowledge of the Company, threatened between or group of employees of involving the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, applicants for employment or classes of the foregoing, on the other hand; (B) the Company and its Subsidiaries has made a pending demand for recognition are in compliance with all applicable Laws, orders, agreements, contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or certification. Neither benefits, facility closures and layoffs, workers’ compensation, labor relations, employee leaves and unemployment insurance; and (C) since January 1, 2008, neither the Company nor any of its Subsidiaries has experienced engaged in any material labor strike“plant closing” or “mass layoff,” as defined in the Worker Adjustment Retraining and Notification Act or any comparable state or local law (the “WARN Act”), dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, without complying with the NLRB or any other labor relations tribunal or authority, except for notice requirements of such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectLaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Rock-Tenn CO)
Labor and Employment Matters. Neither As of the Company nor date of this Agreement, there are no disputes, grievances or arbitrations pending or, to the knowledge of Parent, threatened between Parent or any of its Subsidiaries has Subsidiaries, on the one hand, and any labor contracts trade union or collective bargaining agreements with any persons employed by other representatives of Parent Personnel, on the Company other hand, and there is no charge or complaint pending or threatened in writing against Parent or any of its Subsidiaries before the NLRB or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritysimilar Governmental Authority, except for such complaints that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company and its Subsidiaries taken as have a whole. There are no strikesParent Material Adverse Effect, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orand, to the Knowledge knowledge of Parent, as of the Companydate of this Agreement, there are no material organizational efforts presently being made involving any of Parent Personnel. From January 1, 2008, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or affecting Parent Personnel and, to the knowledge of Parent, no such action has been threatened against or involving the Company or its Subsidiariesin writing, except for such labor disputes that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company and its Subsidiaries taken as have a wholeParent Material Adverse Effect. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would notExcept as, individually or in the aggregate, has not had and would not reasonably be expected to be material have a Parent Material Adverse Effect: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company knowledge of Parent, threatened between or involving Parent or any of its Subsidiaries, on the one hand, and any Parent Personnel, applicants for employment or classes of the foregoing, on the other hand; (B) Parent and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is are in compliance with all applicable laws Laws, orders, agreements, contracts and agreements policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours hours, child labor, immigration, discrimination, disability rights or benefits, facility closures and occupational safety layoffs, workers’ compensation, labor relations, employee leaves and healthunemployment insurance; and (C) since January 1, except where 2008, neither Parent nor any failure to comply would not, of its Subsidiaries has engaged in any “plant closing” or would not reasonably be expected to, individually or “mass layoff,” as defined in the aggregate have a Material Adverse Effect. Neither WARN Act, without complying with the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course notice requirements of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectsuch Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on MWV, neither MWV nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to the Company and conduct an investigation of MWV or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyMWV, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on MWV, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company MWV or any of its Subsidiaries subsidiaries, (B) to the knowledge of MWV, there is no (and has made a not been during the three-year period preceding the date of this Agreement) union organizing effort pending demand for recognition or certificationthreatened against MWV or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of MWV, threatened against MWV or any of its subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of MWV, threatened, with respect to any employees of MWV or any of its subsidiaries. Neither To the Company knowledge of MWV, neither MWV nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, liabilities under the Worker Adjustment and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with Retraining Act of 1998 (the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not“WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on MWV, MWV and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Diamond, neither Diamond nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to the Company and conduct an investigation of Diamond or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyDiamond, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Diamond, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company Diamond or any of its Subsidiaries subsidiaries, (B) to the knowledge of Diamond, there is no (and has made a not been during the three-year period preceding the date of this Agreement) union organizing effort pending demand for recognition or certification. Neither threatened in writing against Diamond or any of its subsidiaries, (C) there is no (and has not been during the Company three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Diamond, threatened in writing against Diamond or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Diamond, threatened in writing, with respect to any employees of Diamond or any of its subsidiaries, and (E) to the knowledge of Diamond, neither Diamond nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with liabilities under the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would notWARN Act. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on Diamond, Diamond and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dow Chemical Co /De/)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on RockTenn, neither RockTenn nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to the Company and conduct an investigation of RockTenn or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyRockTenn, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on RockTenn, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company RockTenn or any of its Subsidiaries subsidiaries, (B) to the knowledge of RockTenn, there is no (and has made a not been during the three-year period preceding the date of this Agreement) union organizing effort pending demand for recognition or certificationthreatened against RockTenn or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of RockTenn, threatened against RockTenn or any of its subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of RockTenn, threatened, with respect to any employees of RockTenn or any of its subsidiaries. Neither To the Company knowledge of RockTenn, neither RockTenn nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with liabilities under the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would notWARN Act. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on RockTenn, RockTenn and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
Labor and Employment Matters. Neither (a) Except as set forth in Section 3.18(a) of the Disclosure Schedule, none of the Company nor or any of its the Subsidiaries has is a party to any labor contracts or collective bargaining agreements with any persons agreement or other labor union contract applicable to Persons employed by the Company or any Subsidiary, and, to the Seller’s Knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of its Subsidiaries a collective bargaining unit which could affect the Company or any persons otherwise performing services primarily for Subsidiary; (b) to the Seller’s Knowledge, there are no controversies, strikes, slowdowns or work stoppages pending or threatened between the Company or any Subsidiary and any of their respective employees, and none of the Company or any of its Subsidiaries. To the Knowledge Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) to the Seller’s Knowledge, none of the CompanyCompany and the Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract which would reasonably be expected to have a Material Adverse Effect; (d) to the Seller’s Knowledge, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal Governmental Authority or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or any current union representation questions involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that Subsidiary which would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither ; (e) to the Seller’s Knowledge, the Company nor its Subsidiaries are and each Subsidiary is currently in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including those related to worker classification, wages, hours, collective bargaining, worker authorization under immigration Laws, workers’ compensation, occupation, health and safety standards and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or Subsidiary and is not liable for any payment to any trust arrears of wages, Taxes, penalties or other fund sums for failure to comply with any of the foregoing; (f) to the Seller’s Knowledge, the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to any Governmental Entityor on behalf of such employees; (g) to the Seller’s Knowledge, there is no claim with respect to unemployment compensation benefits worker classification or the payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or any Subsidiary; (other than routine payments to be made in h) none of the ordinary course Company or any of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected the Subsidiaries is a party to, individually or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) except as set forth in Section 3.18(i) of the aggregateDisclosure Schedule, have to the Seller’s Knowledge, there is no charge or proceeding with respect to a Material Adverse Effectviolation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and (j) except as set forth in Section 3.18(j) of the Disclosure Schedule, to the Seller’s Knowledge, there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or currently employs any Person. The representations and warranties set forth in this Section 3.18 are the Seller’s sole and exclusive representations and warranties regarding labor and employment matters.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Crown Castle International Corp), Stock Purchase Agreement (Quanta Services Inc)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Orion, neither Orion nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to the Company and conduct an investigation of Orion or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyOrion, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Orion, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company Orion or any of its Subsidiaries subsidiaries, (B) to the knowledge of Orion, there is no (and has made a not been during the three-year period preceding the date of this Agreement) union organizing effort pending demand for recognition or certification. Neither threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the Company three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, liabilities under the Worker Adjustment and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB Retraining Act of 1988 or any other labor relations tribunal similar applicable state, local or authority, except for such demands, proceedings or petitions that would notforeign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on Orion, Orion and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”a) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” or redundancy Law, the Fair Labor Standards Act, as amended, and any foreign, state or local equivalents, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to comply would notbe in compliance has not had, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice charge pending or, to the knowledge of the Company, threatened which if determined adversely to the Company or its Subsidiaries would reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no pending, or, to the knowledge of the Company, threatened, organizational campaigns, petitions or other activities or proceedings of any labor union, works council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such labor union, works council or labor organization, (ii) there are no strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the knowledge of the Company, threatened, and (iii) neither the Company nor any of its Subsidiaries has experienced any such strike, slowdown, walkout, work stoppage or other labor-related controversy within the past three (3) years.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Sanofi-Aventis)
Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2016. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.
Appears in 2 contracts
Samples: Agreement (Sempra Energy), Agreement and Plan of Merger (Berkshire Hathaway Energy Co)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on T-Mobile, neither T-Mobile nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to the Company and conduct an investigation of T-Mobile or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyT-Mobile, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on T-Mobile, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company T-Mobile or any of its Subsidiaries subsidiaries, (B) to the knowledge of T-Mobile, there is no (and has made a not been during the three-year period preceding the date of this Agreement) labor organizing effort pending demand for recognition or certification. Neither threatened in writing against T-Mobile or any of its subsidiaries, (C) there is no (and has not been during the Company three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of T-Mobile, threatened in writing against T-Mobile or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge of T-Mobile, threatened in writing, with respect to any employees of T-Mobile or any of its subsidiaries, (E) neither T-Mobile nor any of its Subsidiaries subsidiaries has, or is reasonably expected to have, any liabilities under the WARN Act, and (F) to the knowledge of T-Mobile, no current or former employee, independent contractor or consultant of T-Mobile or any of its subsidiaries has experienced breached any material labor strikenondisclosure obligation to, dispute or stoppage non-competition agreement with or other material labor difficulty involving restrictive covenant with: (i) T-Mobile or any of its employees since January 1, 2004, and there are no representation subsidiaries or certification proceedings or petitions seeking (ii) a representation proceeding presently pending or threatened former employer of any such individual relating to (a) the right of any such individual to be brought employed or filed, with the NLRB engaged by T-Mobile or any other labor relations tribunal of its subsidiaries or authority, except for (b) the use or disclosure of confidential information in connection with such demands, proceedings individual’s employment with or petitions that would notengagement by T-Mobile or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on T-Mobile, T-Mobile and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is subsidiaries are in compliance with all applicable laws and agreements Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, affirmative action, immigration and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits health (other than routine payments to be made in the ordinary course including classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Support Agreement (SPRINT Corp), Support Agreement (T-Mobile US, Inc.)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Sprint, neither Sprint nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to the Company and conduct an investigation of Sprint or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanySprint, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on Sprint, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company Sprint or any of its Subsidiaries subsidiaries, (B) to the knowledge of Sprint, there is no (and has made a not been during the three-year period preceding the date of this Agreement) labor organizing effort pending demand for recognition or certification. Neither threatened in writing against Sprint or any of its subsidiaries, (C) there is no (and has not been during the Company three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Sprint, threatened in writing against Sprint or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge of Sprint, threatened in writing, with respect to any employees of Sprint or any of its subsidiaries, (E) neither Sprint nor any of its Subsidiaries subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”), and (F) to the knowledge of Sprint, no current or former employee, independent contractor or consultant of Sprint or any of its subsidiaries has experienced breached any material labor strikenondisclosure obligation to, dispute or stoppage non-competition agreement with or other material labor difficulty involving restrictive covenant with: (i) Sprint or any of its employees since January 1, 2004, and there are no representation subsidiaries or certification proceedings or petitions seeking (ii) a representation proceeding presently pending or threatened former employer of any such individual relating to (a) the right of any such individual to be brought employed or filed, with the NLRB engaged by Sprint or any other labor relations tribunal of its subsidiaries or authority, except for (b) the use or disclosure of confidential information in connection with such demands, proceedings individual’s employment with or petitions that would notengagement by Sprint or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on Sprint, Sprint and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is subsidiaries are in compliance with all applicable laws and agreements Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, affirmative action, immigration and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits health (other than routine payments to be made in the ordinary course including classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Support Agreement (T-Mobile US, Inc.), Support Agreement (SPRINT Corp)
Labor and Employment Matters. Neither Except for the Company nor GPE Union Contracts, none of GPE, any GPE Subsidiary, Holdco or Merger Sub is party to any collective bargaining agreement or similar labor union Contract with respect to any of its Subsidiaries has their respective employees. Except for employees covered by a GPE Union Contract, no employees of GPE, any GPE Subsidiary, Holdco or Merger Sub are represented by any other labor contracts union with respect to their employment for GPE, any GPE Subsidiary, Holdco or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its SubsidiariesMerger Sub. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authorityGPE, except for such complaints that as would notnot have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse Effect, (a) there are no labor union representation or certification proceedings with respect to employees of GPE, any GPE Subsidiary, Holdco or Merger Sub pending or threatened in writing to be brought or filed with the National Labor Relations Board, and (b) there are no labor union organizing activities, with respect to employees of GPE, any GPE Subsidiary, Holdco or Merger Sub. From January 1, 2016 until the date of this Agreement, except as would not have or would not reasonably be expected to be material to have, individually or in the Company and its Subsidiaries taken as aggregate, a whole. There are GPE Material Adverse Effect, there have been no labor union strikes, work stoppages, slowdowns, lockouts, arbitrations work stoppages or grievances, lockouts or other material labor disputes pending or threatened in writing against or affecting GPE, any GPE Subsidiary, Holdco or Merger Sub. Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse Effect, since January 1, 2015, GPE, each GPE Subsidiary, Holdco and Merger Sub has complied and is in compliance with all applicable Laws pertaining to employment or labor matters and has not engaged in any action that will require any notifications under the WARN. Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse Effect, there are no Claims or investigations pending or, to the Knowledge of the CompanyGPE, threatened against by or involving the Company on behalf of any employee of GPE, any GPE Subsidiary, Holdco or its Subsidiaries, except for such Merger Sub alleging violations of Laws pertaining to employment or labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectmatters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Plains Energy Inc)
Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2015. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Energy Future Intermediate Holding CO LLC)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material Except to the Company extent set forth in Schedule 3.18, (a) Citizens and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is have been in compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and healthhealth requirements and unemployment insurance and related matters, and is not engaged in and has not engaged in any unfair labor practice, except where any failure to comply would not, or would for such noncompliances which in the aggregate could not reasonably be expected to, individually or in the aggregate have to cause a Material Adverse Effect. Neither Effect on Citizens; (b) to the knowledge of Citizens, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years and no Governmental Authority has provided any notice to Citizens or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or, to Citizens' knowledge, threatened against or directly affecting Citizens or any of its Subsidiaries; (d) no union representation question or, to Citizens' knowledge, union organizational activity exists respecting the employees of Citizens or any of its Subsidiaries; (e) no collective bargaining agreement exists which is binding on Citizens or any of its Subsidiaries, nor has Citizens or any of its Subsidiaries been a party to any collective bargaining agreement within the last ten years; (f) neither Citizens nor any of its Subsidiaries has experienced any work stoppage or other labor difficulties; (g) neither Citizens nor any of its Subsidiaries is 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; (h) except as provided in any Plan or Employee Agreement, neither Citizens nor any of its Subsidiaries has done anything or entered into any agreement that would cause Citizens or any of its Subsidiaries, the Company nor its Subsidiaries are or the Surviving Corporation to be liable to any of said officers, directors, employees or agents, in the event of termination for any payment to reason of the employment of any trust said officers, directors, employees or agents, for so-called "severance pay" or any other fund similar payments or to any Governmental Entitybenefits, with respect to unemployment compensation benefits including, without limitation, post-employment healthcare (other than routine payments pursuant to be made COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any officer, director, employee or agent of Citizens or any of its Subsidiaries who receives salary or compensation in excess of $40,000 per annum or any termination of any officer, director, employee or agent of Citizens or any of its Subsidiaries that could result in a Liability to the ordinary course Company in excess of business consistent with past practice$40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending or, to Citizens' knowledge, threatened suits, claims, actions, charges, investigations or proceedings of any nature (A) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the equivalent thereof under any Applicable Law), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Employment Agreement (Southwest Bancorp of Texas Inc)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on RockTenn, neither RockTenn nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to the Company and conduct an investigation of RockTenn or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyRockTenn, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on RockTenn, (A) there are no (and have not been during the three-year period preceding the Original Signing Date) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company RockTenn or any of its Subsidiaries subsidiaries, (B) to the knowledge of RockTenn, there is no (and has made a not been during the three-year period preceding the Original Signing Date) union organizing effort pending demand for recognition or certificationthreatened against RockTenn or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the Original Signing Date) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of RockTenn, threatened against RockTenn or any of its subsidiaries and (D) there is no (and has not been during the three-year period preceding the Original Signing Date) slowdown, or work stoppage in effect or, to the knowledge of RockTenn, threatened, with respect to any employees of RockTenn or any of its subsidiaries. Neither To the Company knowledge of RockTenn, neither RockTenn nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with liabilities under the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would notWARN Act. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on RockTenn, RockTenn and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on MWV, neither MWV nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to the Company and conduct an investigation of MWV or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyMWV, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on MWV, (A) there are no (and have not been during the three-year period preceding the Original Signing Date) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company MWV or any of its Subsidiaries subsidiaries, (B) to the knowledge of MWV, there is no (and has made a not been during the three-year period preceding the Original Signing Date) union organizing effort pending demand for recognition or certificationthreatened against MWV or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the Original Signing Date) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of MWV, threatened against MWV or any of its subsidiaries and (D) there is no (and has not been during the three-year period preceding the Original Signing Date) slowdown, or work stoppage in effect or, to the knowledge of MWV, threatened, with respect to any employees of MWV or any of its subsidiaries. Neither To the Company knowledge of MWV, neither MWV nor any of its Subsidiaries has experienced subsidiaries has, or is reasonably expected to have, any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, liabilities under the Worker Adjustment and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with Retraining Act of 1998 (the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not“WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on MWV, MWV and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries subsidiaries is in material compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and healthhealth (including, except where any failure to comply would notwithout limitation, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material Except to the Company extent set forth in Schedule 3.18, (a) FBHC and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is have been in compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and healthhealth requirements and unemployment insurance and related matters, and is not engaged in and has not engaged in any unfair labor practice, except where any failure to comply would not, or would for such noncompliances which in the aggregate could not reasonably be expected to, individually or in the aggregate have to cause a Material Adverse Effect. Neither Effect on FBHC; (b) to the knowledge of FBHC, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years and no Governmental Authority has provided any notice to FBHC or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or, to FBHC's knowledge, threatened against or directly affecting FBHC or any of its Subsidiaries; (d) no union representation question or, to FBHC's knowledge, union organizational activity exists respecting the employees of FBHC or any of its Subsidiaries; (e) no collective bargaining agreement exists which is binding on FBHC or any of its Subsidiaries, nor has FBHC or any of its Subsidiaries been a party to any collective bargaining agreement within the last ten years; (f) neither FBHC nor any of its Subsidiaries has experienced any work stoppage or other labor difficulties; (g) neither FBHC nor any of its Subsidiaries is 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; (h) except as provided in any Plan or Employee Agreement, neither FBHC nor any of its Subsidiaries has done anything or entered into any agreement that would cause FBHC or any of its Subsidiaries, the Company nor its Subsidiaries are or the Surviving Corporation to be liable to any of said officers, directors, employees or agents, in the event of termination for any payment to reason of the employment of any trust said officers, directors, employees or agents, for so-called "severance pay" or any other fund similar payments or to any Governmental Entitybenefits, with respect to unemployment compensation benefits including, without limitation, post-employment healthcare (other than routine payments pursuant to be made COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any officer, director, employee or agent of FBHC or any of its Subsidiaries who receives salary or compensation in excess of $40,000 per annum or any termination of any officer, director, employee or agent of FBHC or any of its Subsidiaries that could result in a Liability to the ordinary course Company in excess of business consistent with past practice$40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending or, to FBHC's knowledge, threatened suits, claims, actions, charges, investigations or proceedings of any nature (A) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the equivalent thereof under any Applicable Law), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Bancorp of Texas Inc)
Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”a) or any other labor relations tribunal or authority, except for such complaints that (i) Except as would not, individually or in the aggregate, not reasonably be expected to be material to the Company and its Subsidiaries taken Business, since September 30, 2014, each person or entity classified by Seller, the Selling Subsidiaries, or the Conveyed Entities as a whole. There are no strikesan “independent contractor,” consultant, work stoppagesvolunteer, slowdowns, lockouts, arbitrations or grievancesleased employee, or other labor disputes pending orcontingent worker is properly classified under all governing Laws, to and Seller, the Knowledge of the Company, threatened against or involving the Company or its Selling Subsidiaries, or the Conveyed Entities have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Form 1099s or as otherwise required by applicable Laws; (ii) except for such labor disputes that as would not, individually or in the aggregate, not reasonably be expected to be material to the Company Business, since September 30, 2014, each employee classified as “exempt” from overtime under the Fair Labor Standards Act (“FLSA”) and its Subsidiaries taken any state or local laws governing wages, hours, and overtime pay has been properly classified as a whole. No labor organization such, and Seller, the Selling Subsidiaries, or group of employees of the Company Conveyed Entities have not incurred any Liabilities under the FLSA or any of its Subsidiaries has made a pending demand for recognition state or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, local wage and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, hour laws; (iii) except for such demands, proceedings or petitions that as would not, individually or in the aggregate, not reasonably be expected to be material to the Company Business, since September 30, 2014, Seller, the Selling Subsidiaries, or the Conveyed Entities have provided advance notice of layoffs or terminations (or payment in lieu of such notice) as required by the WARN Act and its Subsidiaries taken has not incurred any Liability or obligation under such Laws; (iv) except as a whole. Each of would not reasonably be expected to be material to the Company Business, Seller, the Selling Subsidiaries, and its Subsidiaries is the Conveyed Entities are in compliance with all applicable laws Laws relating to labor and agreements respecting employment and employment, including but not limited to all Laws relating to employment practices; the hiring, terms promotion, assignment, and conditions termination of employment, employees; discrimination; equal employment opportunities; labor relations; wages and hours hours; immigration; workers’ compensation; employee benefits; background and credit checks; occupational safety and health; family and medical leave; (v) there are no pending or, except where any failure to comply would notthe Knowledge of Seller threatened, Actions or grievances against Seller, the Selling Subsidiaries, or the Conveyed Entities brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, the Selling Subsidiaries, or the Conveyed Entities, or any group or class of the foregoing, or any Governmental Authority, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, the Selling Subsidiaries, or the Conveyed Entities; and (vi) except as would not reasonably be expected toto be material to the Business, individually each of the employees of the members of Seller, the Selling Subsidiaries, or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust Conveyed Entities has all work permits, immigration permits, visas, or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in authorizations required by Law for such employee given the ordinary course duties and nature of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectsuch employee’s employment.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Commercial Metals Co)
Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2015. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Nextera Energy Inc)
