Common use of Labor Relations; Compliance Clause in Contracts

Labor Relations; Compliance. The Company or one of its Subsidiaries is a party to those collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure Schedule. Except as set forth on Section 3.27 of the Disclosure Schedule, since January 1, 1994, there has not been, there is not presently pending or existing, and to Xxxxxxxxx'x Knowledge there is not threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting the Company or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries or their premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its Subsidiaries, and no such action is contemplated by the Company or any of its Subsidiaries. The Company and each of the Subsidiaries have complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither the Company nor any Subsidiary is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Industrial Acoustics Co Inc), Stock Purchase Agreement (Industrial Acoustics Co Inc)

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Labor Relations; Compliance. The Company or one of its Subsidiaries is a party to those collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure Schedule. (a) Except as set forth on Section 3.27 3.23(a) of the Disclosure Schedule, since January 1, 1994, there none of the Acquired Companies has been or is currently a party to any collective bargaining agreement or other similar labor Contract. There has not been, there is not presently pending or existing, and to Xxxxxxxxx'x the Knowledge of the Company, there is not threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding or claim against or affecting any of the Company Acquired Companies or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries Acquired Companies or their respective premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledgethe Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its Subsidiariesthe Acquired Companies, and no such action is contemplated by the Company or any of its Subsidiariesthe Acquired Companies. The Company and each Each of the Subsidiaries have Acquired Companies has complied in all respects with all Legal Requirements relating to employment, employment practices, equal employment opportunity, nondiscrimination, non-retaliation, whistle-blowing, wrongful discharge, immigration, health and safety, disability, family and medical leave, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither , workers’ compensation and the Company nor any Subsidiary collection and payment of withholding and/or payroll Taxes and similar Taxes. (b) Except as set forth on Section 3.23(b) of the Disclosure Schedule, none of the Acquired Companies is liable for the payment of any compensation, damages, taxesTaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. (c) During the two (2) years preceding the Closing Date, (i) none of the Acquired Companies has effectuated a “mass layoff” or “plant closing”, as defined in the WARN Act or comparable state, local or foreign Legal Requirements, and (ii) none of the Acquired Companies has been affected by any transaction or engaged in layoffs or employment termination sufficient in number to trigger application of any similar state, local or foreign Law. Within the past ninety (90) days, no employee of any of the Acquired Companies has experienced an “employment loss,” as defined by the WARN Act or any similar applicable state, local or foreign Legal Requirements, requiring notice to employees in the event of a closing or layoff.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)

Labor Relations; Compliance. The Except for the Collective Bargaining Agreement, no Acquired Company has been since January 1, 2000 or one of its Subsidiaries is a party to those any collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure ScheduleContract. Except as set forth on Section 3.27 in Part 3.21 of the Disclosure Schedule, there has not been since January 1, 1994, there has not been2002, there is not presently pending or existing, and and, to Xxxxxxxxx'x Knowledge CIC’s Knowledge, there is not threatenedThreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting the any Acquired Company or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries Acquired Companies or their premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x CIC’s Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its SubsidiariesAcquired Company, and no such action is contemplated by the Company or any of its SubsidiariesAcquired Company. The Company and each Except as set forth in Part 3.21 of the Subsidiaries have Disclosure Schedule, each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither Except as set forth in Part 3.21 of the Disclosure Schedule, to CIC’s Knowledge, no Acquired Company nor any Subsidiary is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pepsiamericas Inc/Il/)

Labor Relations; Compliance. The Company or one of its Subsidiaries is a party to those collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure Schedule. (a) Except as set forth on Section 3.27 of Schedule 3.21(a), neither the Disclosure ScheduleBusiness nor any Acquired Company has been or is a party to or bound by any collective bargaining or other material labor Contract. (b) Except as set forth on Schedule 3.21(b), since January 1, 19941998, there has not been, there is not presently pending or existingexisting and, and to Xxxxxxxxx'x Knowledge Seller’s Knowledge, there is not threatenedThreatened, (ai) any strike, slowdown, picketing, work stoppage, stoppage or material employee grievance process, (bii) any Proceeding against or affecting the Company Business or any of its Subsidiaries Acquired Company relating to the alleged material violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other material labor or employment dispute against or affecting the Business or any of the Company and its Subsidiaries Acquired Companies or their premises, or (ciii) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no No event has occurred or circumstance exists that could on any reasonable basis provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company Seller or any of its SubsidiariesAcquired Company, and no such action is contemplated by the Company Seller or any of its Subsidiaries. The Company Acquired Company. (c) Except as set forth on Schedule 3.21(c), the Seller and each of the Subsidiaries Acquired Company have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closing. Neither the Except as set forth on Schedule 3.21(c), no Acquired Company nor any Subsidiary is liable for the payment of any material compensation, damages, taxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 1 contract

Samples: Share Purchase Agreement (Lennox International Inc)

Labor Relations; Compliance. (a) The Company or one of its Subsidiaries is Companies have not been and are not a party to those any collective bargaining agreement or other labor Contracts set forth on Section 3.27 of the Disclosure ScheduleContract or relationship with any labor organization. Except as set forth on in Section 3.27 4.17 of the Company Disclosure ScheduleLetter, since January 1December 31, 19942010, there has not been, there is not presently pending or existing, and and, to Xxxxxxxxx'x Knowledge the Company’s Knowledge, there is not threatened, (a) any strike, lockout, slowdown, picketing, work stoppage, or employee grievance processprocess or other material labor dispute, and, to the Company’s Knowledge, no union organizational or decertification activities are underway or threatened with respect to any employees of the Companies. (b) Except as set forth in Section 4.17 of the Company Disclosure Letter, since December 31, 2010, there has not been any, and, to the Company’s Knowledge, there is not threatened, any Proceeding against or affecting the Company or any of its Subsidiaries Coastal relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any written charge or written complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable other Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries Companies or their premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no No event has occurred or circumstance exists circumstances exist that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its SubsidiariesCoastal, and no such action is contemplated by the Companies. Except as set forth in Section 4.17 of the Company or any of its Subsidiaries. The Disclosure Letter, the Company and each of the Subsidiaries Coastal have complied in all respects with all Legal Requirements relating to employmentlabor and employment matters, including equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither the Company nor any Subsidiary is The Companies are not liable for the payment of any compensation, damages, taxesTaxes, fines, penalties, penalties or other material amounts, however designated, for the failure to comply with any of the foregoing Legal Requirements. (c) Since December 31, 2010, none of the Companies has implemented any plant closings or employee layoffs that would implicate the WARN Act. (d) To the Knowledge of the Company, as of the date hereof, no executive officer, manager, or key employee has any present intention to terminate his or her employment with the Company or Coastal within the next twelve months.

Appears in 1 contract

Samples: Merger Agreement (White River Capital Inc)

Labor Relations; Compliance. The Company or one of its Subsidiaries is a party to those collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure Schedule. (a) Except as set forth on Section 3.27 of Schedule 3.21(a), neither the Disclosure ScheduleBusiness nor any Acquired Company has been or is a party to or bound by any collective bargaining or other material labor Contract. (b) Except as set forth on Schedule 3.21(b), since January 1, 19941998, there has not been, there is not presently pending or existingexisting and, and to Xxxxxxxxx'x Knowledge Seller’s Knowledge, there is not threatenedThreatened, (ai) any strike, slowdown, picketing, work stoppage, stoppage or material employee grievance process, (bii) any Proceeding against or affecting the Company Business or any of its Subsidiaries Acquired Company relating to the alleged material violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, activity or other material labor or employment dispute against or affecting the Business or any of the Company and its Subsidiaries Acquired Companies or their premises, or (ciii) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no No event has occurred or circumstance exists that could on any reasonable basis provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company Seller or any of its SubsidiariesAcquired Company, and no such action is contemplated by the Company Seller or any of its Subsidiaries. The Company Acquired Company. (c) Except as set forth on Schedule 3.21(c), the Seller and each of the Subsidiaries Acquired Company have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closing. Neither the Except as set forth on Schedule 3.21(c), no Acquired Company nor any Subsidiary is liable for the payment of any material compensation, damages, taxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 1 contract

Samples: Share Purchase Agreement (Lennox International Inc)

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Labor Relations; Compliance. The No Acquired Company has been or one of its Subsidiaries is a party to those any collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure ScheduleContract. Except as set forth on Section 3.27 of the Disclosure Schedule, since Since January 1, 19942000, there has not been, there is not presently pending or existing, and and, to Xxxxxxxxx'x Knowledge the Company’s or Sellers’ Knowledge, there is not threatenedThreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) except as set forth in Part 3.21 of the Disclosure Letter, any Proceeding against or affecting the any Acquired Company or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries Acquired Companies or their premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no No event has occurred or circumstance exists that could is reasonably likely to provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its SubsidiariesAcquired Company, and no such action is contemplated by the any Acquired Company. Each Acquired Company or any of its Subsidiaries. The Company and each of the Subsidiaries have has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither the No Acquired Company nor any Subsidiary is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. Each of the Acquired Companies is in compliance in all material respects with all Workers’ Compensation Laws. All pending claims under each Workers’ Compensation Law are set forth in Part 3.21 of the Disclosure Letter.

Appears in 1 contract

Samples: Stock Purchase Agreement (James River Coal CO)

Labor Relations; Compliance. The Except as set forth in PART 3.16 OF THE DISCLOSURE LETTER, since January 1, 1997, no Acquired Company has been or one of its Subsidiaries is a party to those any collective bargaining or other labor Contracts set forth on Section 3.27 of the Disclosure ScheduleContract. Except as set forth on Section 3.27 of the Disclosure Schedule, since Since January 1, 19941997, there has not been, there is not presently pending or existing, and to Xxxxxxxxx'x the Knowledge of the Sellers there is not threatenedThreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting the any Acquired Company or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Company and its Subsidiaries Acquired Companies or their premises, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, the Knowledge of the Sellers no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the any Acquired Company or any of its Subsidiaries, and no such action is contemplated by the any Acquired Company. Except as set forth in PART 3.16 OF THE DISCLOSURE LETTER, each Acquired Company or any of its Subsidiaries. The Company and each of the Subsidiaries have has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Neither the Except as set forth in PART 3.16 OF THE DISCLOSURE LETTER, no Acquired Company nor any Subsidiary is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scholastic Corp)

Labor Relations; Compliance. The Since January 20, 1993, neither the Company or one nor any of its Subsidiaries has been or is a party to those any collective bargaining or other similar labor Contracts set forth on Section 3.27 of the Disclosure ScheduleContract. Except as set forth on Section 3.27 in Part 3.21 of the Disclosure ScheduleLetter, with respect to the Company or any of its Subsidiaries, since January 120, 19941993, there has not been, there is not presently pending or existing, and to Xxxxxxxxx'x Knowledge there is not threatenedThreatened, (a) any strike, general work slowdown, picketing, general work stoppage, or material employee grievance process, (b) any Proceeding against or affecting the Company or any of its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Sellers or any of the Company and its Subsidiaries or their premisesSubsidiaries, or (c) any application for certification of a collective bargaining agent. To Xxxxxxxxx'x Knowledge, no No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any of its Subsidiaries, and no such action is contemplated by the Company or any of its Subsidiaries. The Company and each of the its Subsidiaries have has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, and plant closing. Neither the Company nor any Subsidiary of its Subsidiaries is liable for the payment of any compensation, damages, taxesTaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Direct Focus Inc)

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