Labor Difficulties; No Discrimination. (a) Target is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. There is no unfair labor practice complaint against Target actually pending or, to the knowledge of Target, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of Target, threatened against Target. To the knowledge of Target, no union organizing activities are taking place with respect to the business of Target. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of Target, no claims therefor exist. No collective bargaining agreement that is binding on Target restricts it from relocating or closing any of its operations. Target has not experienced any material work stoppage or other material labor difficulty.
(b) There is and has not been any claim against Target or its officers or employees, or to Target's knowledge, threatened against Target or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, or based on actual or alleged breach of contract with respect to any person's employment by Target, nor, to the knowledge of Target, is there any basis for any such claim.
(c) There are no pending claims against Target or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. Neither Target nor any of its subsidiaries has any material obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder. There are no proceedings pending or, to the knowledge of Target, threatened, between Target and any of its employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on Target.
Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules:
(a) Synchrologic is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours that would have a Material Adverse Effect on Synchrologic. There is no unfair labor practice complaint against Synchrologic actually pending or, to the knowledge of Synchrologic, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of Synchrologic, threatened against Synchrologic. To the knowledge of Synchrologic, no union organizing activities are taking place with respect to the business of Synchrologic. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of Synchrologic, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic restricts it from relocating or closing any of its operations. Synchrologic has not experienced any material work stoppage or other material labor difficulty.
(b) There are no pending claims against Synchrologic or, to Synchrologic’s knowledge, its officers or employees, or to Synchrologic’s knowledge, threatened against Synchrologic or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, or based on actual or alleged breach of contract with respect to any person’s employment by Synchrologic, nor, to the knowledge of Synchrologic, is there any basis for any such claim.
(c) There are no material pending claims against Synchrologic or any of its Subsidiaries under any workers compensation plan or policy or for long term disability which are not covered by insurance. There are no proceedings pending or, to the knowledge of Synchrologic, threatened, between Synchrologic and any of its employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on Synchrologic.
Labor Difficulties; No Discrimination. (a) MegaSys is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. There is no unfair labor practice complaint against MegaSys actually pending or, to the knowledge of MegaSys and the MegaSys Shareholders, threatened before any Governmental Entity. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of MegaSys and the MegaSys Shareholders, threatened against MegaSys. To the knowledge of MegaSys and the MegaSys Shareholders, no union organizing activities are taking place with respect to the business of MegaSys. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of MegaSys and the MegaSys Shareholders, no claims therefor exist. No collective bargaining agreement that is binding on MegaSys restricts it from relocating or closing any of its operations. MegaSys has not experienced any material work stoppage or other material labor difficulty.
(b) There is not and has not been any claim against MegaSys or its officers or employees, or to the knowledge of MegaSys and the MegaSys Shareholders, threatened against MegaSys or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar conduct, or based on actual or alleged breach of contract with respect to any person’s employment by MegaSys, nor, to the knowledge of MegaSys and the MegaSys Shareholders, is there any basis for any such claim.
(c) There are no pending claims against MegaSys or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. Neither MegaSys nor any of its subsidiaries has any material obligations with respect to any former employees. There are no proceedings pending or, to the knowledge of MegaSys and the MegaSys Shareholders, threatened, between MegaSys and any of its employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on MegaSys.
Labor Difficulties; No Discrimination. (a) RTI is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. There is no unfair labor practice complaint against RTI actually pending or, to the knowledge of RTI, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of RTI, threatened against RTI. To the knowledge of RTI, no union organizing activities are taking place with respect to the business of RTI. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of RTI, no claims therefor exist. No collective bargaining agreement that is binding on RTI restricts it from relocating or closing any of its operations. RTI has not experienced any material work stoppage or other material labor difficulty.
(b) There is and has not been any claim against RTI or its officers or employees, or to RTI's knowledge, threatened against RTI or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, or based on actual or alleged breach of contract with respect to any person's employment by RTI, nor, to the knowledge of RTI, is there any basis for any such claim.
(c) There are no pending claims against RTI under any workers compensation plan or policy or for long term disability. RTI has no material obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder. There are no proceedings pending or, to the knowledge of RTI, threatened, between RTI and any of its employees, which proceedings have had or would have a Material Adverse Effect on RTI.
Labor Difficulties; No Discrimination. (a) Platform is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. There is no unfair labor practice complaint against Platform actually pending or, to the knowledge of Platform, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of Platform, threatened against Platform. To the best knowledge of Platform, no union organizing activities are taking place. No grievance that might have a Material Adverse Effect on Platform or the conduct of its business, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of Platform, no claims therefor exist. No collective bargaining agreement that is binding on Platform restricts it from relocating or closing any of its operations. Platform has not experienced any material work stoppage or other material labor difficulty.
(b) There is and has not been any claim against Platform and received by Platform, or to Platform's knowledge, threatened against Platform, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortuous conduct, nor to the knowledge of Platform, is there any basis for any such claim.
(c) There are no pending claims against Platform or any of its subsidiaries under any workers compensation plan or policy or for long term disability. Neither Platform nor any of its subsidiaries has any material obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder. There are no proceedings pending or, to the knowledge of Platform, threatened, between Platform and any of their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on Platform.
Labor Difficulties; No Discrimination. (a) To the Knowledge of the Sunbelt Shareholders, Sunbelt is not in material violation of any applicable laws in connection with employment and employment practices, terms and conditions of employment, wages and working time regulations and agreements. There is no unfair labor practice complaint against Sunbelt actually pending or, to the Knowledge of the Sunbelt Shareholders, threatened before any labor courts (“conseil de Prud’hommes”) or labor sections of any courts of appeals or Supreme Court (“chambres sociales d’une cour d’xxxxx ou de la Cour de Cassation”). There is no strike, labor dispute, * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. slowdown, or stoppage actually pending or, to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt. To the Knowledge of the Sunbelt Shareholders, no grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the Knowledge of the Sunbelt Shareholders, no claims therefore exist.
(b) There is and has not been any claim against Sunbelt or its officers or employees, or to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, or based on actual or alleged breach of contract with respect to any person’s employment by Sunbelt, nor, to the Knowledge of the Sunbelt Shareholders, is there any basis for any such claim.
Labor Difficulties; No Discrimination. (a) The Company is not in violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours.
(b) There is no strike, labor dispute, slowdown, or stoppage actually pending or threatened against the Company.
(c) The Company has not experienced any material labor disputes or industrial action.
(d) There is and has been within the past two (2) years no claim against the Company based on actual or alleged race, age, sex, disability, harassment or discrimination, or similar tortuous conduct, nor, to the Sellers' knowledge, is there any basis for any such claim within the applicable statutes of limitations.
(e) There is no unfunded prior service cost with respect to any bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, or other employee benefit or fringe benefit plans, whether formal or informal, maintained by the Company.
(f) To the Sellers' knowledge, no circumstances have arisen under which the Company is likely to be required to pay damages for wrongful dismissal, to make any statutory redundancy payment or any payment in respect of unfair dismissal, to make any other payment or to reinstate or re-engage any former employees. There are no pending or to the Sellers' knowledge threatened claims of any type against the Company by any existing or former employees.
(g) Schedule 3.13 contains details of:
(i) The total number of the Company's current employees (including any such on maternity leave or absent because of disability or other long-term leave of absence and who have or may have a right to return to work with the Company);
(ii) The name, date of start of employment, period of continuous employment (if different), status of visas, salary and other benefits of each such employee; and
(iii) The terms of the contract of each director, officer and employee of the Company.
(h) The Company does not have and is not proposing to introduce a share incentive, option, profit sharing, bonus or other incentive scheme for or any unfunded obligations accruing for the benefit of any of its directors, officers or employees.
Labor Difficulties; No Discrimination. (a) Target is not engaged in any unfair labor practice and is not in material violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. There is no unfair labor practice complaint against Target actually pending or, to the knowledge of Target, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of Target, threatened against Target. To the knowledge of Target, no union organizing activities are taking place with respect to the business of Target. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of Target, no claims therefor exist. No collective bargaining agreement that is binding on Target restricts it from relocating or closing any of its operations. Target has not experienced any material work stoppage or other material labor difficulty.
(b) There is and has not been any claim against Target, or to Target's knowledge, threatened against Target, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortuous conduct, nor to the knowledge of Target, is there any basis for any such claim.
(c) There are no pending claims against Target or any of its subsidiaries under any workers compensation plan or policy or for long term disability. Neither Target nor any of its subsidiaries has any monetary material obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder. There are no proceedings pending or, to the knowledge of Target, threatened, between Target and any of their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on Target.
Labor Difficulties; No Discrimination. (a) Target is not engaged in any unfair labor practice or in violation of any applicable laws respecting employment and employment practices, health and safety, human rights, terms and conditions of employment, and wages and hours.
(b) There is no unfair labor practice complaint against Target actually pending or threatened before a labor relations board.
(c) Except as set forth on Section 3.14 of the Target Disclosure Schedule, there is not and has not been any claim made against Target based on actual or alleged wrongful termination or on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, nor is there any reasonable basis for any such claim.
(d) Target is not aware of any key-Target employee who intends to terminate his or her employment with Target as a result of the Merger or otherwise.
Labor Difficulties; No Discrimination. (a) MCI is not engaged in any unfair labor practice or in violation of any applicable laws respecting employment and employment practices, health and safety, human rights, terms and conditions of employment, and wages and hours.
(b) There is no unfair labor practice complaint against MCI actually pending or threatened before a labor relations board.
(c) There is and has not been any claim made against MCI based on actual or alleged wrongful termination or on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, nor is there any basis for any such claim.
(d) MCI is not aware of any MCI employee who intends to terminate his or her employment with MCI as a result of the Merger or otherwise.
