Labor and Employee Relations Sample Clauses

Labor and Employee Relations. As of the date hereof, except as disclosed in Section 4.11(a) of the PSNC Disclosure Schedule hereto or in the PSNC SEC Reports, (i) neither PSNC nor any of the PSNC Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization and (ii) to the best knowledge of PSNC, there is no current union representation question involving employees of PSNC or any of the PSNC Subsidiaries, nor does PSNC know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. PSNC has delivered or otherwise made available to SCANA true, correct and complete copies of the collective bargaining agreements listed in Section 4.11(a) of the PSNC Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(b) of the PSNC Disclosure Schedule hereto or in the PSNC SEC Reports filed prior to the date hereof or except to the extent such could not reasonably be expected to have a PSNC Material Adverse Effect, (a) there is no unfair labor practice, employment discrimination or other written grievance, arbitration, claim, suit, action or proceeding against PSNC or any of the PSNC Subsidiaries pending, or to the best knowledge of PSNC, threatened before any court, governmental department, commission agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or material dispute, slowdown or work stoppage pending or, to the best knowledge of PSNC, threatened against or involving PSNC, and (c) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of PSNC, threatened in respect of which any director, officer, employee or agent of PSNC or any of the PSNC Subsidiaries is or may be entitled to claim indemnification from PSNC or such PSNC Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the PSNC Disclosure Schedule. Except as set forth in Section 4.11(d) of the PSNC Disclosure Schedule, to the knowledge of PSNC, PSNC and the PSNC Subsidiaries are in material compliance with all federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings.

Labor and Employee Relations. (i) Except as set forth in SECTION 5.2(V) of the Company Disclosure Schedule, (A) none of the employees of the Company or any of its Subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; (B) neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any of their employees, nor has the Company or any of its Subsidiaries signed any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any of their employees; and (C) to the Knowledge of the Company, there is no active or current union organization activity involving the employees of the Company or any of its Subsidiaries, nor has there ever been union representation involving employees of the Company or any of its Subsidiaries. (ii) The Company has made available to Parent a description of all written employment policies under which the Company and each of its Subsidiaries is operating. (iii) The Company and each of its Subsidiaries is in compliance with all federal, foreign (as applicable), and state laws regarding employment practices, including laws relating to workers' safety, sexual harassment or discrimination, except where the failure to so be in compliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company.

Labor and Employee Relations. (a) Section 4.12 of the Seller Disclosure Letter contains a complete list of all Business Employees, including a specific identification of the entity that employs them, listing the title or position held, work location, base salary, any commissions or other compensation payable to such employees and leave status (if applicable). Except as set forth on Section 4.12 of the Seller Disclosure Letter, neither the Seller nor any of its Subsidiaries is a party to or obligated under any employment, or consulting or other arrangement entered into or maintained for the benefit of its current or former employees, temporary or leased workers or independent contractors related to the North America Business. Seller has made available to the Purchaser a true and correct copy of each employment related agreement of the Business Employees listed on Section 4.12 of the Seller Disclosure Letter. Each Business Employee, independent contractor and temporary or leased worker has been properly classified for employment tax and employee benefit plan purposes. Seller and each of its Affiliates is and has been in material compliance with all Laws relating to employment, including all such Laws relating to wages, hours, collective bargaining, discrimination, pay equity, employment equity, civil rights, safety and health and workers’ compensation (including workplace safety and insurance) except where such non-compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Seller or the North America Business or the Transferred Assets or that could result in Liability to Purchaser or its Affiliates after the Closing. No employees of Seller or its Affiliates are covered by a collective bargaining agreement or similar arrangement. No labor union or other collective bargaining unit represents or claims to represent any of the Business Employees. There are no union campaigns being conducted or threatened with respect to Business Employees. (b) Except as set forth in Section 4.12 of the Seller Disclosure Letter, there is no Legal Proceeding pending or, to the knowledge of Seller and the Canadian Subsidiary, threatened with respect to any Business Employee. (c) Except for those Employment Contracts listed in Section 4.12 of the Seller Disclosure Letter, there are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any management agreements, retent...

Labor and Employee Relations. Except as set forth in Schedule 5.12, no Company is bound by or subject to any arrangement with any labor union. Except as set forth in Schedule 5.12, no employees of the Companies are represented by any labor union or covered by any collective bargaining agreement nor, to the Companies' or the Stockholders' knowledge, is any campaign to establish such representation in progress. There is no pending or, to the Companies' or the Stockholders' knowledge, threatened labor dispute involving any Company and any group of its employees nor has any Company experienced any significant labor interruptions over the past five years. No Company nor any Stockholder has any knowledge of any significant issues or problems in connection with the relationship of such Company and its employees.

Labor and Employee Relations. (a) As of the date of this Agreement, except for employees represented by the International Brotherhood of Electrical Workers Union, Local 97 and the International Union of Operating Engineers, Locals 95-95A and 501 American Federation of Labor and Congress of Industrial Organizations, no employee of the Company, any of the Company Subsidiaries or Company Joint Ventures is represented by any union or covered by any collective bargaining agreement. No labor organization or group of employees of the Company, any of the Company Subsidiaries or Company Joint Ventures has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no pending or, to the knowledge of the Company, threatened employee strikes, work stoppages, slowdowns, picketing or material labor disputes with respect to any employees of the Company, the Company Subsidiaries or Company Joint Ventures which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect, and during the past five years, none of the Company, the Company Subsidiaries or Company Joint Ventures has experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute; (c) none of the Company, the Company Subsidiaries or Company Joint Ventures has to its knowledge, within the last two years, engaged in any unfair labor practice and there are no complaints against the Company, any of the Company Subsidiaries or Company Joint Ventures pending before the National Labor Relations Board or any similar state or local labor agency by or on behalf of any employee of the Company, any of the Company Subsidiaries or Company Joint Ventures ; (d) the Company, the Company Subsidiaries and Company Joint Ventures are in compliance in all material respects with all federal and state Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, immigration, wages, hours and benefits, non-discrimination in employment, workers compensation, the collection and payment of withholding and/or payroll taxes and similar taxes (except for any non-compliance which, individually or in the aggregate, would not reasonably be expected to res...

Labor and Employee Relations. (i) Neither Parent nor any of its subsidiaries is party to any employment, consulting, non-competition, severance, golden parachute, indemnification agreement or any other material employment or consulting agreement providing for payments or benefits or the acceleration of payments or benefits upon the change of control of Parent (including, without limitation, any contract to which Parent is a party involving employees of Parent). (ii) Except as required by applicable law in non-U.S. jurisdictions, (A) none of the employees of Parent or any of its subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; (B) neither Parent nor any of its subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any of their employees, nor has Parent or any of its subsidiaries signed any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any of their employees; and (C) to the knowledge of Parent there is no active or current union organization activity involving the employees of Parent or any of its subsidiaries, nor has there ever been union representation involving employees of Parent or any of its subsidiaries. (iii) Except for complaints which, in the aggregate, do not represent claims which could reasonably involve liabilities in excess of $2,000,000, there are no complaints against Parent or any of its subsidiaries pending or, to the knowledge of Parent, overtly threatened before the National Labor Relations Board or any similar foreign, state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar foreign, state or local agency, or before any other governmental agency or entity by or on behalf of any employee or former employee of Parent or any of its subsidiaries. (iv) Parent has provided to the Company a description of all written employment policies under which Parent and each subsidiary is operating. (v) Parent and each of its subsidiaries is in compliance with all Federal, foreign (as applicable), and state laws regarding employment practices, including laws relating to workers' safety, sexual harassment or discrimination, except where the failure to so be in compliance, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (vi) To the knowledge of Parent, as of the date hereof, no executive, key employee or ...

Labor and Employee Relations. Agents (a) Except as shown on Schedule 2.16(a) hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Private Company or any is a party. Complete and accurate copies of all such written agreements have been delivered to Purchaser and are attached to Schedule 2.16. Also shown on Schedule 2.16(a) are the name and rate of compensation (including all salary, bonus, benefit and compensation) of each officer, employee or agent of the Private Company. (b) Except as shown on Schedule 2.16(b), none of the employees of the Private Company is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Private Company has complied in all respects with applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other labor troubles pending, or to the knowledge of the Selling Shareholders, overtly threatened, with respect to the employees of the Private Company. (c) There are no complaints against the Private Company pending or, to the knowledge of the Selling Shareholders, overtly threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Private Company. (d) There is no contingent liability for sick leave, vacation time, severance pay or similar items not set forth on the Base Balance Sheet or on Schedule 2.16(d). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law. (e) The Selling Shareholders have provided to the Purchaser a complete description of all employment policies under which the Private Company has operated or which has been communicated to its employees. (f) Set forth on Schedule 2.16

Labor and Employee Relations. Except as shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, there are no currently effective material consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or any Subsidiary is a party. Complete and accurate copies of all such written agreements have been made available to Parent. Also shown on Schedule 2.15(a) of the Company Disclosure ---------------- Schedule, as of the date hereof, are the name and rate of compensation (including all current salary, bonus, benefit and compensation) of each officer and employee of the Company and the Subsidiaries, including all bonus compensation for fiscal 1997 and from January 1, 1998, through the date hereof. Except as shown on Schedule 2.15(b) of the Company Disclosure ---------------- Schedule, none of the employees of the Company or any Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. The Company and each Subsidiary has complied in all material respects with applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. Except as set forth on Schedule 2.15(b) there are no ---------------- representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or other general labor troubles pending, or, to the knowledge of the Company, overtly threatened, with respect to the employees of the Company or any Subsidiary. There are no complaints against the Company or any Subsidiary pending or, to the knowledge of the Company, overtly threatened before the National Labor Relations Board or any similar foreign, state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar foreign, state or local agency, by or on behalf of any employee or former employee of the Company or any Subsidiary. There is no material contingent liability for severance pay, accrued vacation pay for prior years or similar items as of the date of the Base Balance Sheet not set forth on the Base Balance Sheet or on Schedule 2.15(d) of the ----------------- Company Disclosure Schedule. Except as set forth on Schedule 2.15(d), the ----------------- execution, delivery and performance of this Agreement and...

Labor and Employee Relations. The Seller is not a party to or bound by any collective bargaining agreement with any labor organization, group or association covering any of its employees, and the Seller has no knowledge of any attempt to organize any of its employees by any person, unit or group seeking to act as their bargaining agent. Except as set forth on Schedule 2.06, there are no pending or, to the Seller's knowledge, threatened charges (by employees, their representatives or governmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Seller. No union representation elections relating to employees of the Seller have been scheduled by any governmental agency or authority, no organizational effort is being made with respect to any of such employees, and there is no investigation of the Seller's employment policies or practices by any governmental agency or authority pending or, to the Seller's knowledge, threatened. The Seller is not currently, and has not within the last three years been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Seller's employees. The Seller has not experienced any work stoppages during the last three years, and to the Seller's knowledge, no work stoppage has been threatened or is planned.

Labor and Employee Relations. (a) Except as set forth on Schedule 3.15(a), (i) none of the Companies is presently a party to, bound by, or negotiating with respect to any written collective bargaining agreement with any union in respect of the Company Employees; (ii) there is not currently any unfair labor practice charge, action, inquiry, proceeding, complaint, claim, or investigation pending or, to the Knowledge of Seller, threatened against any Company or otherwise affecting any Company; (iii) there is no written grievance or arbitration proceeding pending or, to the Knowledge of Seller, threatened against any Company; (iv) there is not currently nor has there been during the twelve months prior to the date of this Agreement any labor strike, slowdown, work stoppage, dispute, union organizational campaigns or representation proceedings, lockout or other labor controversy in effect, or, to the Knowledge of Seller, threatened against the Companies; (v) none of the Companies is a party to, or otherwise bound by, any consent decree, order, award, or citation by any Governmental Authority relating to Company Employees, employment practices, or the payment of any wages or benefits; and (vi) to the Knowledge of Seller, there is no actual or alleged breach of the material terms of any contractual obligations governing the employment of the Company Employees. (b) Except as set forth on Schedule 3.15(b) no consultant, contract employee, or leased employee has been engaged by any Company to whom annual payments could reasonably be expected to exceed US$50,000 in the aggregate. (c) Schedule 3.15(c) sets forth a list of all Company Employees, broken down by Company and location, and then broken down into the following categories: (1) those who are active, (2) those who are on an approved leave of absence, including those receiving any short-term or long-term disability or salary continuation benefits, and those receiving any benefits under a Workers' Compensation Law, and (3) those who are on a panel or have any right to be recalled or rehired by any of the Companies. (d) Except as set forth on Schedule 3.15(d), each of Seller and the Companies are in compliance in all material respects with all Laws pertaining to the hiring, employment and termination of the employment of employees, labor relations, equal employment opportunities, fair employment practices, terms and conditions of employment, hours of work and payment of wages or compensation, granting of leaves of absences, and other similar e...