Restrictions; Labor Disputes; Labor Contracts Sample Clauses

Restrictions; Labor Disputes; Labor Contracts. Except as described in Schedule 9.8, Borrower is not a party or subject to, any charge, corporate restriction, judgment, decree or order, for which Borrower’s compliance or non-compliance could have a Material Adverse Effect. Except as described on Schedule 9.8, Borrower is not (i) a party to any written employment contract or labor contract or (ii) the subject of any labor dispute. No collective bargaining agreement or other labor contract identified on Schedule 9.8 is scheduled to expire during the term of this Agreement except as described on Schedule 9.8. No union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of Borrower or any of its Subsidiaries or for any similar purpose. To Borrower’s knowledge, after due inquiry, no key employee of Borrower is subject to any agreement in favor of anyone other than Borrower which restricts or limits that individual’s right to engage in the type of business activity conducted by Borrower in any manner which could materially impair the ability of such individual to carry out his or her duties with Borrower or to use any property or confidential information or which grants to any Person, other than Borrower, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee of Borrower. Each of the Employment Agreements and the Non-Competition Agreements is in the form attached to the Merger Agreement.
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Restrictions; Labor Disputes; Labor Contracts. No Loan Party is a party or subject to, any charge, corporate restriction, judgment, decree or order, for which a Loan Party’s compliance or non-compliance could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.15, no Loan Party is, as of the Signature Date, (a) a party to any collective bargaining agreement or other labor contract or (b) the subject of any labor dispute which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.15, no union or other labor organization is, to any Loan Party’s knowledge, seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Loan Party or any of its Subsidiaries or for any similar purpose. To any Loan Party’s knowledge, no key employee of such Loan Party is subject to any agreement in favor of anyone other than such Loan Party which restricts or limits that individual’s right to engage in the type of business activity conducted by such Loan Party in any manner which could materially impair the ability of such individual to carry out his or her duties with such Loan Party or to use any property or confidential information or which grants to any Person, other than such Loan Party, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee of such Loan Party.
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Restrictions; Labor Disputes; Labor Contracts. Except as described in Schedule 9.8, Borrower, to its knowledge, is not as of the Closing Date a party or subject to, any charge, corporate restriction, judgment, decree or order for which Borrower’s compliance or non-compliance could reasonably be expected to have a Material Adverse Effect. Except as described on Schedule 9.8, Borrower is not, as of the Closing Date: (i) a party to any written employment contract or labor contract or (ii) the subject of any labor dispute. Borrower is not a party to any collective bargaining agreement as of the Closing Date. To Borrower’s knowledge, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of Borrower or any of its Subsidiaries or for any similar purpose. To Borrower’s knowledge, after due inquiry, no key employee of Borrower is subject to any agreement in favor of anyone other than Borrower which restricts or limits that individual’s right to engage in the type of business activity conducted by Borrower in any manner which could materially impair the ability of such individual to carry out his or her duties with Borrower or to use any property or confidential information or which grants to any Person, other than Borrower, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee of Borrower.
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Restrictions; Labor Disputes; Labor Contracts. Except as described in Exhibit 9.8, no Borrower is a party or subject to any charge, corporate restriction, judgment, decree or order, for which any Borrower's compliance or non-compliance could have a Material Adverse Effect. Except as described on Exhibit 9.8, no Borrower is (i) a party to any written employment contract or labor contract or (ii) the subject of any labor dispute.
Sample 1
Restrictions; Labor Disputes; Labor Contracts. No Loan Party is a party or subject to any charge, corporate restriction, judgment, decree or order, for which such Loan Party's compliance or non-compliance could have a Material Adverse Effect. No Loan Party is (i) a party to any collective bargaining agreement or other labor contract or (ii) the subject of any labor dispute. To the knowledge of Borrowers, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Loan Party or any of their respective Subsidiaries.
Sample 1
Restrictions; Labor Disputes; Labor Contracts. No Borrower is a party, or subject to, any charge, corporate restriction, judgment, decree or order, for which such Borrower's compliance or non-compliance could have a Material Adverse Effect. No Borrower is (i) a party to any collective bargaining agreement or other labor contract or (ii) the subject of any labor dispute. No union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Borrower or any of its Subsidiaries or for any similar purpose. To each Borrower's knowledge, after due inquiry, no key employee of such Borrower is subject to any agreement in favor of anyone other than such Borrower which restricts or limits that individual's right to engage in the type of business activity conducted by such Borrower in any manner which could materially impair the ability of such individual to carry out his or her duties with such Borrower or to use any property or confidential information of such Borrower or which grants to any Person, other than such Borrower, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee of such Borrower.
Sample 1
Restrictions; Labor Disputes; Labor Contracts. Except as described in Schedule 9.8, no Borrower, to its knowledge, is a party or subject to, any charge, corporate restriction, judgment, decree or order, for which such Borrower’s compliance or non-compliance could reasonably be expected to have a Material Adverse Effect. Except as described on Schedule 9.8, no Borrower is, as of the Closing Date, (i) a party to any written collective bargaining agreement or other labor contract or (ii) the subject of any labor dispute. As of the Closing Date, no collective bargaining agreement or other labor contract identified on Schedule 9.8 is scheduled to expire during the term of this Agreement except as described on Schedule 9.8. To the Borrowers’ knowledge, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Borrower or any of its Subsidiaries or for any similar purpose. To Borrowers’ knowledge, after due inquiry, no key employee of any Borrower is subject to any agreement in favor of anyone other than Borrowers which restricts or limits that individual’s right to engage in the type of business activity conducted by Borrowers in any manner which could materially impair the ability of such individual to carry out his or her duties with Borrowers or to use any property or confidential information or which grants to any Person, other than Borrowers, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee of Borrowers.
Sample 1
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Restrictions; Labor Disputes; Labor Contracts. Except as described in Schedule 9.8, no Credit Party is a party or subject to, any charge, corporate restriction, judgment, decree or order for which such Credit Party’s compliance or non-compliance would reasonably be expected to cause or have a Material Adverse Effect. As of the Closing Date, except as described on Schedule 9.8, no Credit Party is (i) a party to any collective bargaining agreement or labor contract or (ii) the subject of any labor dispute that would reasonably be expected to cause or have a Material Adverse Effect. No collective bargaining agreement or other labor contract identified on Schedule 9.8 is scheduled to expire during the term of this Agreement except as described on Schedule 9.8. As of the Closing Date, to Borrower’s knowledge, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Credit Party or for any similar purpose.
Sample 1
Restrictions; Labor Disputes; Labor Contracts. No Loan Party is a party or subject to, any charge, corporate restriction, judgment, decree or order, for which any Loan Party’s compliance or non-compliance could have a Material Adverse Effect. Except as set forth on Schedule 3.15, as of the Closing Date, no Loan Party is (i) a party to any collective bargaining agreement or other labor contract or (ii) the subject of any material labor dispute. As of the Closing Date, no union or other labor organization is, to the Knowledge of any of the Officers, seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Loan Party or for any similar purpose. To the Knowledge of any of the Officers, no key employee of any Loan Party is subject to any agreement in favor of anyone other than any Loan Party which restricts or limits that individual’s right to engage in the type of business activity conducted by any Loan Party in any manner which could materially impair the ability of such individual to carry out his or her duties with any Loan Party or to use any Property or confidential information or which grants to any Person, other than Loan Parties, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such key employee for Loan Parties. To the Knowledge of any of the Officers, none of the Joint Ventures is subject to any restriction under applicable law or its respective Organizational Documents on the declaration or payment of dividends or similar distributions of its respective net income to Loan Parties.
Sample 1

Related to Restrictions; Labor Disputes; Labor Contracts

  • No Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Employee and Labor Matters There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Employee and Labor Matters; Benefit Plans (a) Section 3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “

  • Labor Disputes; Compliance (a) Seller has complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other employment practices, the payment of social security and similar Taxes and occupational safety and health. Seller is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

  • Absence of Labor Disputes No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, which would reasonably be expected to result in a Material Adverse Effect.

  • Litigation, Labor Controversies, etc There is no pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened litigation, action, proceeding, investigation or labor controversy

  • Employment and Labor Matters Except as set forth on Schedule 3.2(r), the Company and its Subsidiaries, and, the to the Company’s Knowledge, their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. The Company and its Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s Knowledge, threatened before any Governmental Authority. In the past three (3) years neither the Company nor its Subsidiaries has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to the Company’s Knowledge, has any such action been threatened against the Company or its Subsidiaries. There are no material disputes pending or, to the Company’s Knowledge, threatened, between the Company or its Subsidiaries and any of their employees or former employees or employee organizations. Neither the Company nor its Subsidiaries are a party to any collective bargaining agreement or other labor union or works council contract applicable to persons employed by the Company or its Subsidiaries, nor, to the Company’s Knowledge, are there or have there been in the past three (3) years any activities or proceedings of any labor union to organize any such employees. To the Company’s Knowledge, no Key Employee has any plans to terminate employment with the Company or its Subsidiaries within twelve (12) months of the date hereof or in connection with the Closing.

  • Labor Disputes and Acts of God Neither the business nor the properties of the Borrower or any Subsidiary or any Guarantor are affected by any fire, explosion, accident, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), materially and adversely affecting such business or properties or the operation of the Borrower or such Subsidiary or such Guarantor.

  • Employees; Labor Matters The Companies and their Subsidiaries employ ------------------------ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoy good employer-employee relationships. The Companies and their Subsidiaries do not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for a Company or any of its Subsidiaries less than six (6) of the last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing Date. Neither Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Company, any Subsidiary nor Buyer will by reason of the transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called "severance pay" or any other payments, except as set forth in Schedule 2.31. Neither Company nor any Subsidiary has any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Each Company and each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work or any other concerted interference with normal operations which are existing, pending or threatened against or involving either Company or any of its Subsidiaries. No question concerning representation exists respecting any employees of either Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might have a Material Adverse Effect on the Companies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by either Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries has received any information indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each Company and each of its Subsidiaries is, and at all times since its organization has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.

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