Common use of Personnel; Labor Matters Clause in Contracts

Personnel; Labor Matters. (a) Schedule 6.10(a) sets forth a complete and correct list, as of the Closing Date, of all Transferred Employees including as applicable, (i) salary, hourly wage rate, bonus or retention rate and (ii) position or title. (b) No Transferred Employees are represented by any labor organization, and there are no labor or collective bargaining agreements, which pertain to the Transferred Employees. To the Knowledge of Seller, no labor organization or group of Employees has made a pending demand for recognition or certification affecting the Transferred Employees, and, within the preceding three years, there have been no representation, certification or other related proceedings, or petitions seeking a representation proceeding or other related proceeding, pending or, to the Knowledge of Seller, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, there have been no organizing activities involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees affecting the Transferred Employees. (c) There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, grievances, unfair labor practice charges or complaints pending or, to the Knowledge of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Transferred Employees have resigned or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing.

Personnel; Labor Matters. (a) Schedule 6.10(a) sets Seller has provided or made available to Buyer a list setting forth a complete and correct list, as of the Closing Date, of all Transferred Employees including as applicable, (i) salaryas of a date not more than ten (10) days prior to the date hereof, hourly wage rate, bonus the job titles (or retention rate positions held) of each of its Property Employees and (ii) position as of a date not more than ten (10) days prior to the date hereof, the current annual base salary (or titlehourly rate) and most recent bonus paid. (b) No Transferred Employees As of the date of this Agreement and except as set forth on Section 6.15(b) of the Seller Disclosure Letter, with respect to the Property Employees: (i) there are no employees who are represented by any labor organizationa union in their capacity as employee of Seller, and to Seller’s knowledge there is no union organizing activity with respect to any such employment with Seller; (ii) Seller is not party to any collective bargaining agreement, agreement to assume a collective bargaining agreement, letter of understanding, recognition agreement, card check agreement, or neutrality agreement with any union (collectively “Labor Agreements”); (iii) there are no pending material arbitrations, material demands for arbitration or grievances, or appeals from a material arbitration under any Labor Agreements; (iv) there are no pending unfair labor practice charges, complaints, or collective bargaining agreements, which pertain to the Transferred Employees. To the Knowledge of proceedings pending against Seller, no labor organization or group of Employees has made a pending demand for recognition or certification affecting the Transferred Employeesfiled by Seller, and, within the preceding three years, there have been no representation, certification or other related proceedingsbefore, or petitions seeking a representation proceeding or other related proceedingon appeal from, pending or, to the Knowledge of Seller, threatened to be brought or filed with the National Labor Relations Board Board, or any other labor relations tribunal governmental body; (v) there are no pending representation petitions or authority. Within the preceding three yearsproceedings, there have been no organizing activities involving Seller de-certification petitions or proceedings, de-authorization petitions or proceedings pending or, to the Knowledge of against Seller, threatened or filed by Seller, before, or on appeal from, the National Labor Relations Board, or any other labor organization relations governmental body; (vi) there are no pending or group of employees affecting the Transferred Employees. scheduled negotiations with any union; and (cvii) There there are no strikes, slowdowns, work stoppages, slowdownspicketing, lockoutsunion boycotts, arbitrationsor lockouts (collectively “Labor Disruptions”), grievances, unfair labor practice charges or complaints pending or, to the Knowledge Seller’s knowledge, threats of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Transferred Employees have resigned or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with SellerLabor Disruptions. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing.

Personnel; Labor Matters. (a) Schedule 6.10(a) sets forth a complete and correct listSeller has provided or made available to Buyer, as of or will provide or make available to Buyer prior to the Closing Final Diligence Delivery Date, of all Transferred Employees including as applicable, a list setting forth (i) salaryas of a date not more than ten (10) days prior to the date hereof, hourly wage rate, bonus the job titles (or retention rate positions held) of each of the Employees and (ii) position as of a date not more than ten (10) days prior to the date hereof, the current annual base salary (or titlehourly rate) and most recent bonus paid. (b) No Transferred Employees As of the date of this Agreement and except as set forth on Section 2.15(b) of the Seller Disclosure Letter, with respect to the Employees: (i) there are no employees who are represented by any labor organizationa union in their capacity as employee of the Company or the Company Subsidiary, and to Seller’s knowledge there is no union organizing activity with respect to any such employment with Seller; (ii) neither the Company nor the Company Subsidiary is party to any collective bargaining agreement, agreement to assume a collective bargaining agreement, letter of understanding, recognition agreement, card check agreement, or neutrality agreement with any union (collectively “Labor Agreements”); (iii) there are no pending material arbitrations, material demands for arbitration or grievances, or appeals from a material arbitration under any Labor Agreements; (iv) there are no unfair labor practice charges, complaints, or collective bargaining agreementsproceedings pending against the Company or the Company Subsidiary, which pertain or filed by the Company or the Company Subsidiary, before, or on appeal from, the National Labor Relations Board, or any other labor relations governmental body; (v) there are no pending representation petitions or proceedings, de-certification petitions or proceedings, de-authorization petitions or proceedings pending against the Company or the Company Subsidiary, or filed by the Company or the Company Subsidiary, before, or on appeal from, the National Labor Relations Board, or any other labor relations governmental body; (vi) there are no pending or scheduled negotiations with any union; and (vii) there are no strikes, slowdowns, work stoppages, picketing, union boycotts, or lockouts (collectively “Labor Disruptions”), or, to the Transferred Employees. To the Knowledge knowledge of Seller, no labor organization threats of Labor Disruptions. (c) All individuals who are performing consulting or group of Employees has made a pending demand other services for recognition the Company or certification affecting the Transferred EmployeesCompany Subsidiary are or were correctly classified as either “independent contractors” or “employees,” as the case may be, and, within at the preceding three yearsClosing Date, there have been will qualify for such classification with immaterial exceptions. (d) Section 2.15(d) of the Seller Disclosure Letter sets forth a list of all Employee grievances filed with the Company or the Company Subsidiary since January 1, 2006. There are no representation, certification or other related proceedings, or petitions seeking a representation proceeding or other related proceeding, pending or, to the Knowledge knowledge of Seller, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, there have been no organizing activities involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees affecting the Transferred Employees. (c) There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, Employee grievances, unfair labor practice charges or complaints pending or, to the Knowledge of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any other than those set forth in Section 2.15(d) of the foregoing. None of the Transferred Employees have resigned or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with SellerDisclosure Letter. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing.

Personnel; Labor Matters. (a) Schedule 6.10(a) The Seller Parties have previously provided Buyers and Buyers’ legal counsel with a schedule that sets forth the following information with respect to (x) each individual employed by each Company and (y) each individual who works exclusively at a complete Property and correct listdoes not provide services to Parent or a Subsidiary of Parent other than a Company but is employed by Parent, in each case, as of the Closing Datedate of this Agreement (any such individual pursuant to subsection (y), of all Transferred Employees including as applicable, a “Parent Employee”): (i) salary, hourly base salary or wage rate, bonus or retention rate and ; (ii) position cash and other incentive bonus targets; (iii) work location; (iv) status as exempt or titlenon-exempt; and (v) active work status. (b) No Transferred Employees are represented Company is a party to or bound by any collective bargaining, works council or similar labor agreement between any Company or any of its Affiliates and a labor union or similar organization covering or relating to employees of any Company (collectively “Labor Agreements”). No union organizational campaign is pending or, to the knowledge of the Seller Parties, threatened with respect to any employee of a Company, and to the knowledge of the Seller Parties, since May 1, 2016, there have not been any activities or proceedings by any labor union, works council, labor organization, employee representative or other representative body to organize any employees of a Company. Since May 1, 2016, there has not been, nor, to the knowledge of the Seller Parties, has there been threatened against the Seller Parties, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute against a Company. (c) Each Company is, and has been during the past three (3) years, in compliance in all material respects with all applicable Laws relating to employees or employment, including Laws relating to E-verify, wages and hours of work, discrimination and harassment, occupational health and safety, and classification of employees and independent contractors. No unfair practice charge, complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Seller Parties, threatened against any Company. Company is not a party to, or otherwise bound by, any consent decree with or citation by any Governmental Entity relating to employees or employment practices, and there are no pending, or to the knowledge of the Seller Parties, threatened audits, investigations or similar proceedings alleging a material violation of any labor or collective bargaining agreements, which pertain to the Transferred Employees. To the Knowledge of Seller, no labor organization or group of Employees has made a pending demand for recognition or certification affecting the Transferred Employees, and, within the preceding three yearsemployment law. (d) Except as set forth on Schedule 2.13(d), there have been is no representation, certification or other related proceedings, or petitions seeking a representation proceeding or other related proceeding, pending or, to the Knowledge knowledge of Sellerthe Seller Parties, threatened to be brought charge, complaint, investigation, audit, action or claim filed with or by any federal or state agency, including the U.S. Equal Employment Opportunity Commission, Occupational Safety and Health Administration, the National Labor Relations Board or any other labor relations tribunal United States Department of Labor, in each case involving or authority. Within the preceding three years, there have been no organizing activities involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees affecting the Transferred Employeesagainst a Company. (ce) There are no strikesNo Company has implemented any plant closing or mass layoff for which notice was required, work stoppagesor incurred any material liability or obligation under, slowdowns, lockouts, arbitrations, grievances, unfair labor practice charges the WARN Act or complaints pending or, any similar state or local Law within the six (6) months prior to the Knowledge date of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Transferred Employees have resigned or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with Sellerthis Agreement. (df) There are no complaintsEach Company is in compliance in all material respects with applicable employee licensing requirements. To the knowledge of the Seller Parties, charges or claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment each employee of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination Company who is required to have a gaming or other license or approval under any Gaming Law or other applicable Law maintains such license or approval in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment current and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could valid form the basis for any of the foregoingin all material respects.

Personnel; Labor Matters. (a) Schedule 6.10(a) sets Seller has provided or made available to Buyer a list setting forth a complete and correct list, as of the Closing Date, of all Transferred Employees including as applicable, (i) salaryas of a date not more than ten (10) days prior to the date hereof, hourly wage rate, bonus the job titles (or retention rate positions held) of each of its Property Employees and (ii) position as of a date not more than ten (10) days prior to the date hereof, the current annual base salary (or titlehourly rate) and most recent bonus paid. (b) No Transferred Employees As of the date of this Agreement and except as set forth on Section 6.15(b) of the Seller Disclosure Letter, with respect to the Property Employees: (i) there are no employees who are represented by any labor organizationa union in their capacity as employee of Seller, and to Seller's knowledge there is no union organizing activity with respect to any such employment with Seller; (ii) Seller is not party to any collective bargaining agreement, agreement to assume a collective bargaining agreement, letter of understanding, recognition agreement, card check agreement, or neutrality agreement with any union (collectively "Labor Agreements"); (iii) there are no pending material arbitrations, material demands for arbitration or grievances, or appeals from a material arbitration under any Labor Agreements; (iv) there are no pending unfair labor practice charges, complaints, or collective bargaining agreements, which pertain to the Transferred Employees. To the Knowledge of proceedings pending against Seller, no labor organization or group of Employees has made a pending demand for recognition or certification affecting the Transferred Employeesfiled by Seller, and, within the preceding three years, there have been no representation, certification or other related proceedingsbefore, or petitions seeking a representation proceeding or other related proceedingon appeal from, pending or, to the Knowledge of Seller, threatened to be brought or filed with the National Labor Relations Board Board, or any other labor relations tribunal governmental body; (v) there are no pending representation petitions or authority. Within the preceding three yearsproceedings, there have been no organizing activities involving Seller de-certification petitions or proceedings, de-authorization petitions or proceedings pending or, to the Knowledge of against Seller, threatened or filed by Seller, before, or on appeal from, the National Labor Relations Board, or any other labor organization relations governmental body; (vi) there are no pending or group of employees affecting the Transferred Employees. scheduled negotiations with any union; and (cvii) There there are no strikes, slowdowns, work stoppages, slowdownspicketing, lockoutsunion boycotts, arbitrationsor lockouts (collectively "Labor Disruptions"), grievances, unfair labor practice charges or complaints pending or, to the Knowledge Seller's knowledge, threats of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Transferred Employees have resigned or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with SellerLabor Disruptions. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing.

Personnel; Labor Matters. (a) Schedule 6.10(aExcept for the Collective Bargaining Agreement and the union and employees covered by the Collective Bargaining Agreement, and the Labor Peace Agreement, (x) sets forth the Company is not a complete and correct listparty to any collective bargaining or similar labor agreement, as including without limitation, any side letters or memorandums of understanding, with a labor union or similar organization relating to employees of the Closing DateCompany (collectively, of all Transferred Employees including as applicable“Labor Agreements”), (iy) salary, hourly wage rate, bonus or retention rate no such agreement is currently being negotiated by the Company and (iiz) position no employee of the Company is represented by a union with respect to his or titleher employment by the Company; (2) except for the Collective Bargaining Agreement and the union and employees covered by the Collective Bargaining Agreement, within the last three years, no union (with respect to employees of the Company) or group of employees of the Company has filed any representation petition, instituted any proceedings, or made any written or, to the Seller Parties’ knowledge, oral demand for recognition of a bargaining representative; (3) except for the Collective Bargaining Agreement and the union and employees covered by the Collective Bargaining Agreement, within the past three years, to Seller Parties’ knowledge, no union organizing or decertification effort is or has been underway or threatened by, or on behalf of, any union with respect to employees of the Company; (4) within the past three years, there has been no labor strike, picketing, lockout, work stoppage, slowdown or other material labor dispute, and none is underway or, to the Company’s knowledge, threatened; and (5) within the last three years, the Company has not received any written complaint or grievance alleging the Company engaged in any unfair labor practice. (b) No Transferred Employees are represented by any labor organizationThe Company is, and there are no labor or collective bargaining agreements, which pertain to has been in the Transferred Employees. To the Knowledge of Seller, no labor organization or group of Employees has made a pending demand for recognition or certification affecting the Transferred Employees, and, within the preceding last three years, there have been no representation, certification or other related proceedings, or petitions seeking a representation proceeding or other related proceeding, pending or, to the Knowledge of Seller, threatened to be brought or filed in compliance in all material respects with the National terms of the Collective Bargaining Agreement, the Labor Relations Board Peace Agreement and all applicable Laws concerning labor and employment laws, practices, and regulations, including all applicable Laws relating to employment discrimination, equal employment, harassment, retaliation or any other labor relations tribunal or authority. Within reprisal, whistleblowing, reasonable accommodation, civil rights, equal pay/pay equity, pay transparency, the preceding three years, there have been no organizing activities involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group classification of employees affecting as exempt or non-exempt under the Transferred EmployeesFair Labor Standards Act and similar applicable Laws and classification of workers as employees or independent contractors, wages and hours (including overtime pay and meal and rest break periods), child labor, hiring, background checks, collective bargaining and labor relations, unfair labor practices, parenting, family, pregnancy, disability, military and all other leaves of absence required under applicable Laws, occupational safety and health, workers’ compensation, unemployment compensation, work authorization and immigration, and the payment of income (including with respect to pay stubs and payroll records). (c) There are is no strikes, work stoppages, slowdowns, lockouts, arbitrations, grievances, unfair labor practice charges or complaints pending or, to the Knowledge knowledge of SellerSeller Parties, threatened involving charge, complaint, investigation, grievance, action or claim filed by or on behalf of any Transferred Employees andemployee of the Company and there are no pending or, to the Knowledge knowledge of SellerSeller Parties, there are no facts threatened unfair labor practices charges with or circumstances which could form by any Governmental Entity against the basis for Company, including the U.S. Equal Employment Opportunity Commission, Occupational Safety and Health Administration, the National Labor Relations Board, United States Department of Labor, or any of the foregoing. None of the Transferred Employees have resigned similar state or have given written notice to Seller of their intention to resign or otherwise voluntarily terminate their employment with Sellerlocal government agency. (d) There are Within the last three years, the Company has not implemented any plant closing or mass layoff of employees governed by the WARN ACT or any similar state or local law and no complaintssuch plant closing or mass layoff has been announced or is planned. The Company has not placed any employee on a paid or unpaid furlough or temporary layoff, charges or claims against Seller pending orrequired any employee to quarantine away from work, for any reason relating to COVID-19 since March 1, 2020. (e) Schedule 2.13(e) contains a complete and accurate list identifying all current employees of the Knowledge Company and specifying with respect to each such employee: (i) hire date; (ii) job title; (iii) status as full-time or part-time (with “full-time” being defined as regularly scheduled to work at least 40 hours per week), or on a leave of Sellerabsence (e.g., threatened workers compensation, parental leave, long-term sickness or disability leave, military leave, including leave start date and anticipated return to be brought work date (if known)); (iv) classification as exempt or filed non-exempt under the Fair Labor Standards Act (as applicable); (v) current annual salary, draw or hourly rate of compensation and cash incentive compensation opportunity (as applicable); (vi) total compensation paid for the period from January 1, 2021 through December 31, 2021; (vii) primary work location; (viii) current accrued vacation and or other paid time off balances; and (ix) the Labor Agreement, if any, the employee is represented under, in each case, as applicable. (f) The Company has complied in all material respects with any Laws or orders issued by federal, state or local Governmental Authority based on, arising out of, in connection with, or otherwise relating Entities related to COVID-19. (g) The Company does not have a present intention to terminate the employment of any management-level employee or other key employee of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, Company and, to the Knowledge knowledge of Seller Parties, no such employee has any present intention to terminate their employment in the next three months. (h) In the past three years, (i) no allegations of harassment have been made against any employee of the Company who is in a position of manager or above, and (ii) the Company has not entered into any settlement agreements related to specific allegations of sexual harassment or misconduct by or against any employee of the Company at a manager level or above. (i) Seller has provided Buyer copies of all written employment policies covering employees of the Company presently in effect. (j) To Seller’s knowledge, there no employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of their managers, officers or directors) of the Code, any applicable Law, or any Contract to which the Company is a party. (k) Each of the employees of the Company is a United States citizen or otherwise has the lawful right to work in the United States. The Company has in its files a Form I-9 that is validly and properly completed in accordance with applicable Law for each employee of the Company with respect to whom such form is required under applicable Law. (l) The Company has not received any notice or other communication from any Governmental Entity regarding any material violation or alleged material violation by the Company of any applicable Law relating to hiring, recruiting, employing (or continuing to employ) any Person not authorized to work in the United States. (m) Except for travel advances in the Ordinary Course of Business, the Company has not loaned any money to any of its employees, officers, managers, members, consultants or Affiliates. (n) There are no facts or circumstances which could form the basis for any pending claims by employees of the foregoingCompany for benefits under applicable workers’ compensation or similar laws or under any disability plan (whether insured or self-insured) maintained by the Company.

Personnel; Labor Matters. (a) Schedule 6.10(a) sets forth a complete and correct list, as of the Closing Date, of all Transferred Employees Seller employees engaged in the Software Business, including as applicableposition or title. The following Confidential Information for each such employee has been provided by Seller to Purchaser under separate cover prior to the date hereof, which information is true and complete: (i) salary, hourly wage rate, bonus or retention rate and rate, (ii) position employment status (i.e., active, short term disability, long term disability or titleon leave of absence) and (iii) any severance, change of control, bonus or employment agreements other than normal sales commission plans in the ordinary course of business. (b) No Transferred Employees (as defined in Section 8.6 herein) are represented by any labor organization, and there are no labor or collective bargaining agreements, which agreements that pertain to the Transferred Employees. To the Knowledge of Seller, no No labor organization or group of Employees Seller employees has made a pending demand for recognition or certification affecting the Transferred Employees, and, within the preceding three (3) years, there have has been no representation, certification or other related proceedings, proceeding or petitions petition seeking a representation proceeding or other related proceeding, pending or, to the Knowledge of Seller, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, there have been no organizing activities involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees affecting the Transferred Employees. (c) There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, grievances, unfair labor practice charges or complaints pending or, to the Knowledge of Seller, threatened involving any Transferred Employees and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Transferred Employees have resigned from Seller or have given written notice to Seller of their intention to resign from Seller or otherwise voluntarily terminate their employment with Seller. (d) There are no complaints, charges or claims Claims against Seller pending or, to the Knowledge of Seller, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any of the Transferred Employees, including ERISA, the Civil Rights Laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act, and Family and Medical Leave Act, and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of the foregoing.