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. (a) The Company and the Company Subsidiaries are is in compliance in all material respects with all Applicable Laws and Orders respecting employment and employment practices and practices, terms and conditions of employmentemployment and wages and hours, immigrationexcept where the failure to be so in compliance could not reasonably be expected to have, workers’ compensationindividually or in the aggregate, occupational safetya Material Adverse Effect, and plant closings, including all minimum wage, overtime and wage payment lawshas not, and are not is not, engaged in any unfair labor practice which qualifies as an practice; no 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 which the Company has been served with process or has otherwise threatened, received written notice before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country. There Board; there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or to Seller's knowledge threatened to the Company in writing, or to the Knowledge of the Company otherwise threatened, against or involving the Company or any of Company; the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries is or has been a not party to a any collective bargaining agreement and no collective bargaining agreement is currently being negotiated by the Company or any of the Company Subsidiaries, and Company; to the Knowledge knowledge of Seller, no representation question exists respecting employees of the Company; and, except as specifically set forth on SCHEDULE 6.1.21(a), 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 which the Company has been served with process or has otherwise received written notice or, to the knowledge of Seller threatened, against the Company. (b) Seller has delivered to Buyer a complete and accurate list, attached hereto as SCHEDULE 6.1.21(b), of each employee and director of the Company, together with each such employee's and director's job description, salary or hourly rate of compensation, date of hire, and all bonuses and any other amounts to be paid by the Company or any to employees of the Company Subsidiariesat or in connection with the Closing ("BONUSES"). (c) No current employee or current director of the Company or, to Seller's knowledge, any former employee or director of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any claim confidentiality, non-competition, or proprietary rights agreement, between such employee or director and any other Person that has resulted in any way adversely affected, affects, or could reasonably be expected to result in a proceeding before a governmental authority. Neither affect the Company nor performance of his duties as an employee or director of the Company Subsidiaries has suffered an “employment loss” (as that term is defined in Company, or 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 ability of the Company and the Company Subsidiariesto conduct its business. (d) SCHEDULE 6.1.21