Common use of Labor Difficulties; No Discrimination Clause in Contracts

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.

Appears in 1 contract

Samples: Merger Agreement (Pumatech Inc)

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Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules: (a) Synchrologic Neither Target nor any Subsidiary 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 Synchrologichours. There is no unfair labor practice complaint against Synchrologic Target or any Subsidiary actually pending or, to the knowledge Knowledge of SynchrologicTarget, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge Knowledge of SynchrologicTarget, threatened against SynchrologicTarget or any Subsidiary. To the knowledge Knowledge of SynchrologicTarget, no union organizing activities are taking place with respect to the business of SynchrologicTarget or any Subsidiary. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge Knowledge of SynchrologicTarget, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic Target restricts it from relocating or closing any of its operations. Synchrologic Neither Target nor any Subsidiary has not experienced any material work stoppage or other material labor difficulty. (b) Target and each of its Subsidiaries is in compliance in all material respects with all currently applicable federal, state, local and foreign laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. There are no pending claims is and has not been any claim against Synchrologic orTarget, to Synchrologic’s knowledge, its any Subsidiary or their respective officers or employees, or to Synchrologic’s knowledgethe Knowledge of Target, threatened against Synchrologic or its Target, officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious tortuous conduct, or based on actual or alleged breach of contract with respect to any person’s 's employment by SynchrologicTarget or any Subsidiary, nor, to the knowledge Knowledge of SynchrologicTarget, is there any basis for any such claim. (c) There As of the date of this Agreement, there are no material pending claims against Synchrologic Target or any of its Subsidiaries Subsidiary under any workers compensation plan or policy or for long term disability which are not covered by insurancedisability. As of the date of this Agreement, neither Target nor any Subsidiary 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 Knowledge of SynchrologicTarget, threatened, between Synchrologic Target or any Subsidiary and any of its their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on SynchrologicTarget or any Subsidiary. (d) Neither Target nor any Subsidiary has incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act (the "WARN Act"), and, to the Knowledge of Target, no fact or event exists that could give rise to liability under the WARN Act, except for actions that may be taken after the Effective Time. (e) The Target Disclosure Schedule contains a list of all employees who are on a leave of absence (whether paid or unpaid) as of the date of this Agreement, the reasons therefor, the expected return date, and whether reemployment of such employee is guaranteed by contract or statute, and a list of all employees who have requested a leave of absence to commence at any time after the date of this Agreement, the reason therefor, the expected length of such leave, and whether reemployment of such employee is guaranteed by contract or statute.

Appears in 1 contract

Samples: Merger Agreement (Durect Corp)

Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules: (a) Synchrologic Neither Acquiror nor Sub 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 Synchrologichours. There is no unfair labor practice complaint against Synchrologic Acquiror or Sub actually pending or, to the knowledge of SynchrologicAcquiror or Sub, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of SynchrologicAcquiror or Sub, threatened against SynchrologicAcquiror or Sub. To the knowledge of SynchrologicAcquiror and Sub, no union organizing activities are taking place with respect to the business of SynchrologicAcquiror or Sub. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of SynchrologicAcquiror and Sub, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic Acquiror or Sub restricts it either of them from relocating or closing any of its their operations. Synchrologic Neither Acquiror nor Sub has not experienced any material work stoppage or other material labor difficulty. (b) There are no pending claims is and has not been any claim against Synchrologic or, to Synchrologic’s knowledge, its Acquiror or Sub or their respective officers or employees, or to Synchrologic’s Acquiror's or Sub's knowledge, threatened against Synchrologic Acquiror or its Sub or their respective 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 's employment by SynchrologicAcquiror or Sub, nor, to the knowledge of SynchrologicAcquiror or Sub, is there any basis for any such claim. (c) There are no material pending claims against Synchrologic Acquiror, Sub or any of its their Subsidiaries under any workers compensation plan or policy or for long term disability which are not covered by insurancedisability. Neither Acquiror, Sub, nor any of their 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 SynchrologicAcquiror or Sub, threatened, between Synchrologic Acquiror or Sub and any of its their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on SynchrologicAcquiror or Sub.

Appears in 1 contract

Samples: Merger Agreement (Worldres Com Inc)

Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules: (a) Synchrologic Zanova 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 Synchrologichours. There is no unfair labor practice complaint against Synchrologic Zanova actually pending or, to the knowledge of SynchrologicZanova, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of SynchrologicZanova, threatened against SynchrologicZanova. To the knowledge of SynchrologicZanova, no union organizing activities are taking place with respect to the business of SynchrologicZanova. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of SynchrologicZanova, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic Zanova restricts it from relocating or closing any of its operations. Synchrologic Zanova has not experienced any material work stoppage or other material labor difficulty. (b) There are no pending claims is and has not been any claim against Synchrologic or, to Synchrologic’s knowledge, Zanova or its officers or employees, or to Synchrologic’s Zanova's knowledge, threatened against Synchrologic Zanova or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious tortuous conduct, or based on actual or alleged breach of contract with respect to any person’s 's employment by SynchrologicZanova, nor, to the knowledge of SynchrologicZanova, is there any basis for any such claim. (c) There are no material pending claims against Synchrologic Zanova or any of its Subsidiaries under any workers compensation plan or policy or for long term disability which are not covered by insurancedisability. Neither Zanova 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 SynchrologicZanova, threatened, between Synchrologic Zanova and any of its employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on SynchrologicZanova.

Appears in 1 contract

Samples: Merger Agreement (Onvia Com Inc)

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Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules: (a) Synchrologic Navius 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 Synchrologichours. There is no unfair labor practice complaint against Synchrologic Navius actually pending or, to the knowledge of SynchrologicNavius, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of SynchrologicNavius, threatened against SynchrologicNavius. To the knowledge of SynchrologicNavius, no union organizing activities are taking place with respect to the business of SynchrologicNavius. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of SynchrologicNavius, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic Navius restricts it from relocating or closing any of its operations. Synchrologic Navius has not experienced any material work stoppage or other material labor difficulty. (b) There are no pending claims is no, and has not been any, claim against Synchrologic or, to Synchrologic’s knowledge, its officers or employeesNavius, or to Synchrologic’s Navius's knowledge, threatened against Synchrologic or its officers or employeesNavius, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious tortuous conduct, or based on actual or alleged breach of contract with respect to any person’s employment by Synchrologic, nor, nor to the knowledge of SynchrologicNavius, is there any basis for any such claim. (c) There are no material pending claims against Synchrologic or any of its Subsidiaries Navius under any workers workers' compensation plan or policy or for long term disability which are not covered by insurancedisability. Navius 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 SynchrologicNavius, threatened, between Synchrologic Navius and any of its their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on SynchrologicNavius.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Endosonics Corp)

Labor Difficulties; No Discrimination. Except as set forth on Schedule 3.14 of the Synchrologic Disclosure Schedules: (a) Synchrologic Neither Target nor its Subsidiaries 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 Synchrologichours. There is no unfair labor practice complaint against Synchrologic Target or its Subsidiaries actually pending or, to the knowledge of SynchrologicTarget, threatened before the National Labor Relations Board. There is no strike, labor dispute, slowdown, or stoppage actually pending or, to the knowledge of SynchrologicTarget, threatened against SynchrologicTarget or its Subsidiaries. To the knowledge of SynchrologicTarget, no union organizing activities are taking place with respect to the business respective businesses of SynchrologicTarget or its Subsidiaries. No grievance, nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of SynchrologicTarget, no claims therefor exist. No collective bargaining agreement that is binding on Synchrologic Target or its Subsidiaries restricts it either Target or its Subsidiaries from relocating or closing any of its operations. Synchrologic Neither Target nor its Subsidiaries has not experienced any material work stoppage or other material labor difficulty. (b) There are no pending claims Since January 1, 1992, there is and has not been any claim against Synchrologic or, to Synchrologic’s knowledge, Target or its officers or employeesSubsidiaries, or to Synchrologic’s Target's knowledge, threatened against Synchrologic Target or its officers or employeesSubsidiaries, 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, nor to the knowledge of SynchrologicTarget or its Subsidiaries, is there any basis for any such claim. (c) There are no material pending claims against Synchrologic Target or any of its Subsidiaries under any workers compensation plan or policy or for long term disability which are not covered by insurancedisability. Neither Target nor 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 SynchrologicTarget, threatened, between Synchrologic Target or its Subsidiaries and any of its their respective employees, which proceedings have or could reasonably be expected to have a Material Adverse Effect on SynchrologicTarget or its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Aspect Telecommunications Corp)

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