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Common use of Labor Disputes; Compliance Clause in Contracts

Labor Disputes; Compliance. (a) Buyer has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar Taxes and occupational safety and health. Buyer is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Material Adverse Effect on the Buyer. (b) Except as disclosed in Part 5.22(b), (i) Buyer has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1, 2003, there has not been, there is not presently pending or existing, and, to the Knowledge of Buyer, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving Buyer; (iii) to the Knowledge of Buyer, no event has occurred or circumstance exists that would provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of Buyer, threatened against or affecting Buyer any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of Buyer, there is no organizational activity or other labor dispute against or affecting Buyer; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would have a Material Adverse Effect upon Buyer or the conduct of its business; (vii) there is no lockout of any employees by Buyer, and no such action is contemplated by Buyer; and (viii) there has been no charge of discrimination filed against or, to Buyer’s Knowledge, threatened against Buyer with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mitek Systems Inc)

Labor Disputes; Compliance. For the purposes of this Section 3.22 a reference to Parascript will also include Manager, as appropriate. (a) Buyer Parascript has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar Taxes and occupational safety and health. Buyer Parascript is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Parascript Material Adverse Effect on the BuyerEffect. (b) Except as disclosed in Part 5.22(b3.22(b), (i) Buyer Parascript has not been, and is are not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1, 2003, there has not been, there is not presently pending or existing, and, to the Knowledge of BuyerParascript, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving BuyerParascript; (iii) to the Knowledge of BuyerParascript, no event has occurred or circumstance exists that would provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of BuyerParascript, threatened against or affecting Buyer Parascript any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of BuyerParascript, there is no organizational activity or other labor dispute against or affecting BuyerParascript; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would have a Material Adverse Effect upon Buyer Parascript or the conduct of its business; (vii) there is no lockout of any employees by BuyerParascript, and no such action is contemplated by BuyerParascript; and (viii) there has been no charge of discrimination filed against or, to BuyerParascript’s Knowledge, threatened against Buyer Parascript with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Merger Agreement (Mitek Systems Inc)

Labor Disputes; Compliance. (a) Buyer Mitek has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar Taxes and occupational safety and health. Buyer Mitek is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Material Adverse Effect on the BuyerMitek. (b) Except as disclosed in Part 5.22(b), (i) Buyer Mitek has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1, 2003, there has not been, there is not presently pending or existing, and, to the Knowledge of BuyerMitek, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving BuyerMitek; (iii) to the Knowledge of BuyerMitek, no event has occurred or circumstance exists that would provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of BuyerMitek, threatened against or affecting Buyer Mitek any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of BuyerMitek, there is no organizational activity or other labor dispute against or affecting BuyerMitek; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would have a Material Adverse Effect upon Buyer Mitek or the conduct of its business; (vii) there is no lockout of any employees by BuyerMitek, and no such action is contemplated by BuyerMitek; and (viii) there has been no charge of discrimination filed against or, to BuyerMitek’s Knowledge, threatened against Buyer Mitek with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Merger Agreement (Mitek Systems Inc)

Labor Disputes; Compliance. (a) Buyer Seller has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefitsbenefits and collective bargaining, collective bargaining and other requirementslabor relations, the payment of social security and similar Taxes and occupational safety and health. Buyer is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Material Adverse Effect on the Buyer. (b) Except as disclosed in Part 5.22(bSchedule 5.24(b), (i) Buyer Seller has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1December 31, 20032009, there has not been, there is not presently pending or existing, and, and to the Seller’s Knowledge of Buyer, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving BuyerSeller; (iii) to the Seller’s Knowledge of Buyer, no event has occurred or circumstance exists that would could provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of BuyerSeller’s Knowledge, threatened against or affecting Buyer Seller any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of Buyer, and there is no organizational activity or other labor dispute against or affecting BuyerSeller or the Facilities; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would might have a Material Adverse Effect an adverse effect upon Buyer Seller or the conduct of its business; (vii) there is no lockout of any employees by BuyerSeller, and no such action is contemplated by BuyerSeller; and (viii) there has been no charge of discrimination filed against or, to BuyerSeller’s Knowledge, threatened against Buyer Seller with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

Labor Disputes; Compliance. For the purposes of this Section 4.22 a reference to Parascript will also include Manager, as appropriate. (a) Buyer Parascript has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar Taxes and occupational safety and health. Buyer Parascript is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Parascript Material Adverse Effect on the BuyerEffect. (b) Except as disclosed in Part 5.22(b4.22(b), (i) Buyer Parascript has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1, 20032004, there has not been, there is not presently pending or existing, and, to the Knowledge of BuyerParascript, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving BuyerParascript; (iii) to the Knowledge of BuyerParascript, no event has occurred or circumstance exists that would provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of BuyerParascript, threatened against or affecting Buyer Parascript any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of BuyerParascript, there is no organizational activity or other labor dispute against or affecting BuyerParascript; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would have a Material Adverse Effect upon Buyer Parascript or the conduct of its business; (vii) there is no lockout of any employees by BuyerParascript, and no such action is contemplated by BuyerParascript; and (viii) there has been no charge of discrimination filed against or, to BuyerParascript’s Knowledge, threatened against Buyer Parascript with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Merger Agreement (Authentidate Holding Corp)

Labor Disputes; Compliance. (a) Buyer AHC has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other requirements, the payment of social security and similar Taxes and occupational safety and health. Buyer AHC is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements except where the failure to comply would not have a Material Adverse Effect on the BuyerAHC. (b) Except as disclosed in Part 5.22(b), (i) Buyer AHC has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since January 1, 20032004, there has not been, there is not presently pending or existing, and, to the Knowledge of BuyerAHC, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving BuyerAHC; (iii) to the Knowledge of BuyerAHC, no event has occurred or circumstance exists that would provide the basis for any work stoppage or other labor dispute; (iv) there is not pending or, to the Knowledge of BuyerAHC, threatened against or affecting Buyer AHC any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and, to the Knowledge of BuyerAHC, there is no organizational activity or other labor dispute against or affecting BuyerAHC; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending; (vi) no grievance or arbitration Proceeding exists that would have a Material Adverse Effect upon Buyer AHC or the conduct of its business; (vii) there is no lockout of any employees by BuyerAHC, and no such action is contemplated by BuyerAHC; and (viii) there has been no charge of discrimination filed against or, to BuyerAHC’s Knowledge, threatened against Buyer AHC with the Equal Employment Opportunity Commission or similar Governmental Body.

Appears in 1 contract

Samples: Merger Agreement (Authentidate Holding Corp)