Common use of Other Employment Matters Clause in Contracts

Other Employment Matters. The Company and the Company Subsidiaries are in compliance in all material respects with all Applicable Laws respecting employment and employment practices and terms and conditions of employment, immigration, workers’ compensation, occupational safety, and plant closings, including all minimum wage, overtime and wage payment laws, and are not engaged in any labor practice which qualifies as an unfair labor practice under Applicable Law. No complaint against the Company or any of the Company Subsidiaries is pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or threatened to the Company in writing, or to the Knowledge of the Company otherwise threatened, against or involving the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is or has been a party to a collective bargaining agreement and no collective bargaining agreement is currently being negotiated by the Company or any of the Company Subsidiaries, and to the Knowledge of the Company, no union is currently attempting to organize or otherwise represent any employees of the Company or any of the Company Subsidiaries. No claim in respect of the employment of any employee of the Company or any of the Company Subsidiaries has been asserted and is currently pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, against the Company or any of the Company Subsidiaries, including any claim that has resulted or could reasonably be expected to result in a proceeding before a governmental authority. Neither the Company nor the Company Subsidiaries has suffered an “employment loss” (as that term is defined in the Worker Adjustment and Retraining Notification Act and related regulations) in the 90 day period prior to the date of this Agreement. The Company has made available to Parent true and correct copies of any written material relating to the material personnel policies of the Company and the Company Subsidiaries.

Other Employment Matters. The Company and Each of the Company Subsidiaries are Acquired Companies is in compliance in all material respects with all Applicable applicable Laws respecting employment and employment practices and terms and conditions of employment, immigration, workers’ compensation, occupational safety, and plant closings, employment including all minimum wage, wage and overtime Laws and wage payment lawsLaws and has been in such compliance for at least the immediately preceding four (4) years. Without limiting the foregoing by implication, all Employees of any of the Acquired Companies are properly classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and are not applicable state, local and foreign wage and hour Laws (together, “Wage and Hour Laws”), have been properly so classified for at least the immediately preceding four (4) years and each Acquired Company is and has been otherwise in compliance with such Laws for at least the immediately preceding four (4) years. None of the Acquired Companies is or has been engaged in any labor practice which qualifies as an unfair labor practice under Applicable Lawduring the immediately preceding three (3) years. No unfair labor practice complaint against the Company or any of the Company Subsidiaries Acquired Companies is pending or threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, before the National Labor Relations Board or any similar labor relations authority, nor has any such complaint been pending during the Equal Employment Opportunity Commission or before any analogous entity in any countryimmediately preceding three (3) years. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or threatened to the Company in writingor, or to the Knowledge of the Company otherwise threatenedSeller, threatened against or involving the Company or any of the Acquired Companies and there has not during at least the immediately preceding three (3) years been any such activity, other than disputes that would not reasonably be expected to result in a Company SubsidiariesMaterial Adverse Effect. Neither the No Acquired Company nor any of the Company Subsidiaries is or has been a party to a collective bargaining agreement or contract with any labor union and no collective bargaining agreement is currently being negotiated by the Company or any of the Company SubsidiariesAcquired Companies, and to nor has there been any such collective bargaining agreement or negotiations during at least the Knowledge of the Company, no union is currently attempting to organize or otherwise represent any employees of the Company or any of the Company Subsidiariesimmediately preceding three (3) years. No claim in respect of the employment of any employee Employee of the Company or any of the Company Subsidiaries Acquired Companies has been asserted and is currently pending or threatened to the Company in writingor, or to the Knowledge of the Company has been otherwise threatenedSeller, threatened in writing against the Company or any of the Company Subsidiaries, including any claim Acquired Companies other than claims that has resulted or could would not reasonably be expected to result in a proceeding before Company Material Adverse Effect. None of the Acquired Companies is a governmental authority. Neither the Company nor the Company Subsidiaries has suffered an “employment loss” (as that term is defined in the Worker Adjustment and Retraining Notification Act and related regulations) in the 90 day period prior government contractor or subcontractor for purposes of any executive order or other Law with respect to the date terms and conditions of this Agreement. The Company has made available to Parent true and correct copies of any written material relating to the material personnel policies of the Company and the Company Subsidiariesemployment.

Other Employment Matters. The Company and Except as disclosed on Schedule 3.22, (a) the Company Subsidiaries Companies are in material compliance in all material respects with all Applicable Laws and other obligations respecting employment and employment practices and terms and conditions of employment, immigration, workers’ compensation, occupational safety, and plant closings, including all minimum wage, wage and overtime Laws and wage payment lawsLaws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, have not received any notice of an investigation, charge, citation, penalty, or assessment from any Governmental Authority with respect to such labor and employment Laws, and have not, and are not not, engaged in any unfair labor practice which qualifies as an practice, (b) there is no unfair labor practice under Applicable Law. No charge or complaint or labor arbitration proceeding pending against any Company, (c) during the Company past five (5) years there have been no and there currently are no labor strike(s), dispute(s), slowdown(s), or any work stoppage(s) pending or, to the knowledge of the Company Subsidiaries is pending or Companies, threatened to the Company in writing, or to the Knowledge of the Company has been otherwise threatened, before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or threatened to the Company in writing, or to the Knowledge of the Company otherwise threatened, against or involving the Companies, (d) neither Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is or has been a party to a any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is currently being negotiated by the Company or any of the Company Subsidiaries, and to the Knowledge of the Company, (e) neither Company has breached a collective bargaining agreement, (f) no union is currently attempting to organize or otherwise represent any representation question exists respecting employees of the Companies and (g) no claim regarding or on behalf of any employee(s) of any Company or related to any of the Company Subsidiaries. No claim in respect of the employment practice of any employee of the Company or any of the Company Subsidiaries has been asserted and is currently pending or threatened or, to the knowledge of the Companies, threatened, against the Companies. All employees, agents, and contractors of the Companies are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under Law relating to immigration control which visa allows for such employee to work in the United States. Neither Company has hired, recruited or referred for a fee a Person who is not legally authorized to be employed in writingthe United States, or knowingly employed a Person that is not legally authorized to be employed in the United States or continued to employ a Person knowing the Person ceased to be legally authorized to be employed in the United States. Each Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, agents and contractors including the Form I‑9. Each Company has retained for each current employee the Form I‑9 throughout such employee’s period of employment with such Company and has retained a Form I‑9 for each former employee of such Company for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. Neither Company has received any notice from any Governmental Authority that either such Company is in violation of any Law pertaining to immigration control or that any current, former employee, agent or contractor of either such Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number and there is no pending, or to the Knowledge of the Company has been otherwise Companies’ knowledge, threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against the Company or any of the Company Subsidiaries, including any claim that has resulted or could reasonably be expected to result in a proceeding before a governmental authority. Neither the Company nor the Company Subsidiaries has suffered an “employment loss” (as that term is defined in the Worker Adjustment and Retraining Notification Act and related regulations) in the 90 day period prior to the date of this Agreement. The Company has made available to Parent true and correct copies of any written material relating to the material personnel policies of the Company and the Company SubsidiariesCompanies.