Labor Relations (Employment Matters) Sample Clauses

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the Company’s Knowledge, threatened against or affecting the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is a party to any collective bargaining agreements or similar labor agreements. The Company and its Subsidiaries are, and have at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. There is no charge or complaint of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s Knowledge, threatened. The Company and its Subsidiaries have submitted all candidates for employment to the Hire Right program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right submission process. The Company and its Subsidiaries have not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to the Company or its Subsidiaries and, to the Company’s Knowledge, no such investigation is in progress. (b) Since December 31, 2018, neither the Company nor any of its Subsidiaries has effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of the Company or its Subsidiaries. (c) Except as set forth on Schedule 3.24(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Company and its...

Labor Relations (Employment Matters). (a) There is no material labor strike, dispute, slowdown, stoppage or lockout actually pending or, to ABCB’s Knowledge, threatened against ABCB or any of its Subsidiaries. Neither ABCB nor any of its Subsidiaries is a party to any collective bargaining agreements or similar labor agreements and, to ABCB’s Knowledge, there are no organizing efforts by any union or other group seeking to represent any employees of ABCB or any of its Subsidiaries. ABCB and each of its Subsidiaries is, and has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices defined in the National Labor Relations Act or other Applicable Law. Neither ABCB nor any of its Subsidiaries has received any written notice that any Governmental Authority responsible for the enforcement of labor or employment Laws intends to conduct an investigation with respect to or relating to ABCB and its Subsidiaries and, to ABCB’s Knowledge, no such investigation is in progress. (b) Since the Balance Sheet Date, ABCB has not effectuated a “mass layoff” or “plant closing” as defined in the WARN Act affecting any site of employment or facility of ABCB or its Subsidiaries. (c) ABCB and each of its Subsidiaries have made all required payments due to employees and to its respective unemployment compensation reserve accounts with the appropriate Governmental Authorities of the jurisdictions where either ABCB or the respective Subsidiary is required to maintain such accounts, except as would not reasonably be expected to result in material liability to ABCB or its Affiliates.

Labor Relations (Employment Matters). (a) There has not been within the past three years nor is there actually pending any labor strike, dispute, slowdown, stoppage or lockout against or affecting any Genesis Company or the Business nor, to the Company’s Knowledge, has any such activity been threatened. Except as set forth on Schedule 3.19(a), no Genesis Company is a party to any collective bargaining agreements or similar labor agreements with any labor union, labor organization or works counsel, and copies of all such agreements have been made available to Purchaser in the Data Room. To the Company’s Knowledge, no union organizing efforts have been conducted in the past three years or are now being conducted. No labor union, labor organization or works council has in the past three years made a written demand for recognition or certification and there are no representation or certification Proceedings or petitions seeking a representation Proceeding pending or, to the Company’s Knowledge, threatened to be brought or filed with the National Labor Relations Board or any other Governmental Authority. (b) The Genesis Companies are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, collective bargaining, plant closings, unemployment, employee leave, worker classification, worker’s compensation, labor, wages, hours of work, social security and occupational safety and health, and are not, and have not since November 5, 2012 been, engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law. Except as set forth on Schedule 3.19(b), no Genesis Company has received any written notice that any Governmental Authority responsible for the enforcement of labor or employment Laws intends to conduct an investigation or audit with respect to or relating to such Genesis Company nor has there been any such investigation or audit within the past three years and, to the Company’s Knowledge, no such investigation is in progress. No Genesis Company is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of Business consistent with past practice), agents, distributors or independent contractors. (c) Within...

Labor Relations (Employment Matters). (a) Section 4.15(a) of the Disclosure Schedules identifies all Employees by name; employer; position or job title; initial date of hire; seniority or service credit date if different from initial date of hire; status (whether active or on leave absence, and if on leave, the type of leave); compensation by type (base salary, commission, bonus, and the like); and accrued but unused vacation, sick or other paid leave and the rate at which such paid leave is accrued. (b) Except as set forth in the Disclosure Schedules, (i) no Company is a party to, bound by, or negotiating any collective bargaining agreement or other labor union contract; (ii) there are no current or to the Knowledge of the Sellers and Laser Midstream, threatened organizational campaigns, petitions or other unionization activities with respect to the Employees and there have not been any such activities within the past three (3) years; (iii) there is no current, pending, or, to the Knowledge of the Sellers and Laser Midstream, threatened strikes, disputes, slowdowns, work stoppages or other labor controversy involving any Company or the Employees and there have not been any such activities within the past three (3) years; (iv) there are no unfair labor practice complaints or any union representation questions or certification petitions involving any Company or any Employee pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years. (c) Except as set forth in the Disclosure Schedules, (i) no Company is a party to any Contract or agreement of employment or to provide consulting or personal services that cannot be terminated at will without notice by and at no expense to such Company; (ii) each Company has timely paid or made provision for payment of, and has properly accrued for in the Financial Statements, all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to any current or former employee or on account of employment; (iii) no severance payment, stay-on or incentive payment, change-in-control payment, vacation, sick or other paid leave payment, or similar payment or obligation will be owed by any Company to any director, officer, Employee or other persons upon consummation of, or as a result of, the transactions contemplated by this Agreement, nor will any such director, officer, Employee or other person be entitled to any such payments a result ...

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to Insight’s Knowledge, threatened against or affecting Insight. Insight is not a party to any collective bargaining agreements or similar labor agreements. Insight is, and has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. Insight has not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to Insight and, to Insight’s Knowledge, no such investigation is in progress. (b) Since the Balance Sheet Date, Insight has not effectuated a “mass layoff” as defined in the WARN Act affecting any single site of employment of Insight. (c) Except as set forth on Schedule 3.25(c), Insight is not a party to any Contract with respect to the employment of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.25(d) sets forth a complete list of all employees of Insight and their basic employment data (including, without limitation, with respect to each such employee, current salary or wage, total compensation for 2012 and date of hire). No individuals other than those set forth on Schedule 3.25(d) are deemed employees of Insight. (e) Insight has not incurred any workers’ compensation liability outside of its ordinary course of business since the Balance Sheet Date. (f) Except as set forth on Schedule 3.25(f), there are no employment agreements, severance agreement or other employment arrangement to which Insight is a party. (g) Except as set forth on Schedule 3.25(g), there are no non-solicitation, non-competition, non-disclosure, non-interference agreements between Insight and any current or former employee of Insight and under which Insight or such employee has unfulfilled obligations. (h) Except as set forth on Schedule 3.25(h), to Insight's Knowledge, there are no non-solicitation, non-competition, non-disclosure, non-interference agreements between any of Insight’s current employ...

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to First Bexley’s Knowledge, threatened against or affecting First Bexley. First Bexley is not a party to any collective bargaining agreements or similar labor agreements. First Bexley is, and has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. First Bexley has not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to First Bexley and, to First Bexley’s Knowledge, no such investigation is in progress. (b) Since the Balance Sheet Date, First Bexley has not effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of First Bexley or its Subsidiaries. (c) Except as set forth on Schedule 3.25(c), First Bexley is not a party to any Contract with respect to the employment of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.25(d) sets forth a complete list of all employees of First Bexley and their basic employment data (including, without limitation, with respect to each such employee, current salary or wage, total compensation for 2012 and date of hire). No individuals other than those set forth on Schedule 3.25(d) are deemed employees of First Bexley. (e) None of First Bexley and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.25(f), there are no employment agreements, severance agreement or other employment arrangement to which First Bexley is a party. (g) Except as set forth on Schedule 3.25(g), there are no non-solicitation, non-competition, non-disclosure, non-interference agreements between First Bexley and any current or former employee of First Bexley. (h) Except as set forth on Schedule 3.25(h), to First Bexley's Knowledge, there are no non-solicitation, non-competition, non-disclosure, non-interference agreements be...

Labor Relations (Employment Matters). (a) Schedule 3.18(a) sets forth as of the date hereof a true and complete list of (i) all Persons who are employees of Management Services, Inc., a Delaware corporation (“MSI”), and provide services primarily to the Business from the Casino & Hotel (including all such employees who are on an approved leave of absence or furlough) (collectively, along with any individuals hired by MSI after the date hereof but prior to the Closing Date (in accordance with Section 5.1(b)) who provide services primarily to the Business from the Casino & Hotel (including all such employees who are on an approved leave of absence or furlough) and whom Seller identifies to Purchaser prior to Closing as “MSI Employees”, the “MSI Employees”), and (ii) all Persons who are employees of any of the Acquired Companies (including all employees who are on an approved leave of absence or furlough), and accurately and completely sets forth for each such Person the following: (i) name, (ii) employing entity, (iii) title or position (including whether full or part time), (iv) hire date, (v) location where employed (city and state); (vi) annual compensation or hourly rate, as applicable (including any bonuses, commissions and other cash compensation paid by the Acquired Company or MSI in calendar year 2019 and year-to-date in calendar year 2020); (vii) amount of any accrued unused vacation or paid time off, (viii) leave status (and expected return to work date if known); and (ix) classification as exempt or non-exempt under the Fair Labor Standards Act or related state Law. (b) Since January 1, 2017, none of the Acquired Companies nor (with respect to the MSI Employees) MSI has been a party to, been bound by, been negotiating or been asked to negotiate a collective bargaining agreement or other agreement with any labor organization. To Seller’s Knowledge, there is not currently, and since January 1, 2017, there has not been, any organized effort by any labor union or organization to organize any employees of the Acquired Companies or any MSI Employees into one or more collective bargaining units. None of the Acquired Companies is, and since January 1, 2017, has not been a party to, and to Seller’s Knowledge is not affected by or threatened with, any dispute or controversy with any labor union or with respect to unionization or collective bargaining involving any of its current or former employees (including any actual or threatened labor strikes, work slowdown, lock-outs, work stoppages, inte...

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to Seller’s Knowledge, threatened against or affecting Bank. Bank is not a party to any material collective bargaining agreements or similar labor agreements. Bank is, and has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. Bank has not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to Bank and, to Seller’s Knowledge, no such investigation is in progress. (b) Since the Balance Sheet Date, Bank has not effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of Bank or its Subsidiaries. (c) Except as set forth on Schedule 3.24, Bank is not a party to any Contract with respect to the employment of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation.

Labor Relations (Employment Matters). (a) All persons employed in connection with the business of the Company are Administaff Employees. Schedule 4.15(a) identifies all Administaff Employees by name; identity of the Company that is the co-employer of the Administaff Employees; position or job title; initial date of hire; seniority or service credit date if different from initial date of hire; status (whether active or on leave absence, and if on leave, the type of leave); and classification as exempt or non-exempt. The Company has provided to the Buyer a true, complete, and accurate list of the compensation of each Administaff Employee by type (base salary, commission, bonus, and the like). (b) The Company is not: (i) a party to, bound by, or negotiating any collective bargaining agreement or other labor union contract, and, to the Knowledge of Sellers, there are no organizational campaigns, petitions or other unionization activities with respect to the Administaff Employees or (ii) subject to any strikes, slowdowns, work stoppages, or other labor controversy and, to the Knowledge of Sellers, no such actions are threatened. There are no unfair labor practice complaints or any union representation questions or certification petitions involving the Company or any Administaff Employee pending before the National Labor Relations Board or, to the Knowledge of Sellers, threatened, and there have been no such complaints, questions or petitions within the last three (3) years. (c) Except as disclosed in Schedule 4.15(c), the Company has (i) complied, and is in compliance in all material respects, with all Laws (including the common Law) pertaining to employment and employment practices, including, but not limited to Laws governing or regarding labor relations, the payment of wages or other compensation, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, employment discrimination and harassment, occupational safety and health, occupational safety and health, and privacy of health information, and any and all other Laws governing or pertaining to the terms and conditions of employment, (ii) timely paid or made provision for payment of, and has properly accrued for in the financial statements of the Company, all accrued salaries, wages, commissions, bonuses, and severance pay with respect to any current or former employee or on account of employment, (iii) timely paid vacation, sick, and other paid leave with respect to any cu...

Labor Relations (Employment Matters). (a) Neither FirstBancorporation nor any of the Subsidiaries is party to any collective bargaining agreement, nor is it the subject of any Litigation seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving FirstBancorporation or any of the Subsidiaries pending or threatened, and to the Knowledge of FirstBancorporation, there is no activity involving FirstBancorporation's or any of the Subsidiaries' employees seeking to certify a collective bargaining unit or engaging in any other organization activity. (b) Except as set forth in SCHUDULE 5.15, there are no obligations (including obligations under any loans) payable or owing by FirstBancorporation or any Subsidiary to any Affiliates, officers, directors, or employees of FirstBancorporation or any Subsidiary or any of their Affiliates, except salaries, wages, bonuses and salary advances, benefits and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are there any obligations (including obligations under any loans) payable or owing by any such Persons or their Affiliates to FirstBancorporation or any Subsidiary, nor has FirstBancorporation or any Subsidiary guaranteed any of such Persons' loans or obligations to any Person; provided, however, that the foregoing representation and warranty shall only apply to material obligations payable or owing by FirstBancorporation or any Subsidiary to, and material obligations payable or owing by, employees of FirstBancorporation or any Subsidiary who are not Affiliates, officers or directors of FirstBancorporation or any Subsidiary. Except as set forth in SCHEDULE 5.15, each employee of FirstBancorporation and each Subsidiary is employed on an "at-will" basis, and there are no employment agreements or similar arrangements with any such employees. (c) Each of FirstBancorporation and the Subsidiaries is in substantial compliance with all laws and other obligations relating to employment, denial of employment or employment opportunity and termination of employment. (d) There is no controversy pending or, to the Knowledge of FirstBancorporation, threatened between FirstBancorporation or any of the Subsidiaries and any of its present or former officers, directors, supervisory personnel or any group of its employees, except where any such controversy would not, individually or in the aggregate with all other such controversies, have a Materi...