Example ContractsClausesAbsence of Labor Dispute; Compliance With Labor Laws
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Absence of Labor Dispute; Compliance with Labor Laws. No member of the Company Group is or has been a party to or bound by any collective bargaining agreement or other contract with a labor union or similar organization, and no such contract is being negotiated, and no employee of the Company Group is represented by a labor union or similar organization. No labor dispute with the employees of the Company Group exists or, to the knowledge of the Company Group, is threatened or imminent. There is # no unfair labor practice complaint pending or, to the Company Group’s knowledge, threatened, against the Company Group before the National Labor Relations Board or any comparable governmental entity, # no strike, labor dispute, slowdown, stoppage or other material labor disruption pending or, to the Company Group’s knowledge, threatened against the Company Group and # no union representation question existing with respect to the employees of the Company Group and, to the Company Group’s knowledge, no union organizing activities taking place. No individual has been improperly misclassified as an independent contractor or employee of the Company Group, nor has any employee of the Company Group been misclassified as “exempt” or “non-exempt” (within the meaning of the Fair Labor Standards Act of 1938 and applicable state and local laws). No director, officer or manager of the Company Group is, or has been during their service with the Company Group, a subject of any sexual harassment, discrimination, or retaliation in the workplace complaint, allegation, investigation, claim or legal proceeding. There has been no material violation of any federal, state or local law relating to employment and labor, including discrimination in hiring, immigration, visa, work status, occupational safety and health standards, terms and conditions of employment, promotion or pay of employees or of any applicable wage or hour laws.

Except as set forth herein, there is no suit, action or proceeding or investigation pending or, to the Knowledge of Company, threatened against or affecting Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to Company or prevent, hinder or materially delay the ability of the Company to consummate the Share Exchange, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

There is no suit, action or proceeding or investigation pending or, to the knowledge of NOVA, threatened against or affecting NOVA or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NOVA or prevent, hinder or materially delay the ability of NOVA to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against NOVA having, or which, insofar as reasonably could be foreseen by NOVA, in the future could have, any such effect.

There is no suit, action or proceeding or investigation pending or, to the knowledge of UBI, threatened against or affecting UBI or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to UBI or prevent, hinder or materially delay the ability of UBI to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against UBI having, or which, insofar as reasonably could be foreseen by UBI, in the future could have, any such effect.

Labor Relations. No Borrower or Subsidiary is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining which could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is party to or bound by any management or consulting agreement, the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

Set forth on [Schedule 8.13] to the Information Certificate is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to

Labor Matters. There are no strikes, slowdowns, work stoppages, or controversies pending or, to the knowledge of either Borrower, threatened against either Borrower or any of its respective Restricted Subsidiaries which could have, either individually or in the aggregate, a Material Adverse Effect.

Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against ESI or any of its Restricted Subsidiaries pending or, to the knowledge of ESI, threatened. Except as provided on [Schedule 6.22], the hours worked by and payments made to employees of the Borrowers and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, except for such violations that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All payments due from ESI or any of its Restricted Subsidiaries, or for which any claim may be made against ESI or any of its Restricted 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 ESI or any of its Restricted Subsidiaries, except for such failures that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which ESI or any of its Restricted Subsidiaries is bound.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Labor Matters. Neither BRPA nor Merger Sub is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by BRPA or Merger Sub and BRPA does not know of any activities or proceedings of any labor union to organize any such employees. Other than as described in the BRPA SEC Reports, neither BRPA nor Merger Sub has ever had any employees.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Labor Matters. Other than as described in the Time of Sale Document and the Final Offering Memorandum, and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, # neither the Company nor any of the Guarantors is party to or bound by any collective bargaining agreement with any labor organization; # there is no union representation question existing with respect to the employees of the Company or the Guarantors, and, to the knowledge of the Company, after due inquiry, no union organizing activities are taking place that, could, individually or in the aggregate, have a Material Adverse Effect; # to the knowledge of the Company, after due inquiry, no union organizing or decertification efforts are underway or threatened against the Company or the Guarantors; # no labor strike, work stoppage, slowdown or other material labor dispute is pending against the Company or the Guarantors, or, to the Company’s knowledge, after due inquiry, threatened against the Company or the Guarantors; # there is no worker’s compensation liability, experience or matter that could be reasonably expected to have a Material Adverse Effect; # to the knowledge of the Company, after due inquiry, there is no threatened or pending liability against the Company or the Guarantors pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended (“WARN”), or any similar state or local law; # there is no employment-related charge, complaint, grievance, investigation, unfair labor practice claim or inquiry of any kind, pending against the Company or the Guarantors that could, individually or in the aggregate, have a Material Adverse Effect;

Labor Law. By accepting this Performance Shares Award, the Employee acknowledges that: # the grant of these Performance Shares is a one-time benefit which does not create any contractual or other right to receive future grants of performance shares, or benefits in lieu of performance shares; # all determinations with respect to any future grants, including, but not limited to, the times when, if at all, any future performance shares shall be granted, the number of performance shares which may be subject to each performance share award and the time or times when such performance shares may vest, will be at the sole discretion of the Company; # the Employee’s participation in the Plan is voluntary; # the value of these Performance Shares is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; # these Performance Shares are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; # the vesting of these Performance Shares will cease upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; # the future value of the underlying Shares is unknown and cannot be predicted with certainty; # these Performance Shares have been granted to the Employee in the Employee’s status as an employee of the Company or its Subsidiaries; # any claims resulting from these Performance Shares shall be enforceable, if at all, against the Company; and # there shall be no additional obligations for any Subsidiary employing the Employee as a result of these Performance Shares.

Holdings and its Subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)), whether or not subject to ERISA, established or maintained by Holdings or its Subsidiaries or by the ERISA Affiliates (as defined below) of any of Holdings’ U.S. Subsidiaries are in compliance in all material respects with ERISA, the Code and any applicable non-U.S. pension and benefit laws, regulations, or rulings, and all such plans have been fully funded and expensed in accordance with GAAP. “ERISA Affiliate” means, with respect to any of Holdings’ U.S. Subsidiaries, any natural person or entity which is a member of any controlled group of organizations within the meaning of [Sections 414(b), (c), (m) or (o)])])])] of the Code of which such Subsidiary is a member. Except as would not result in material liability to Holdings and its Subsidiaries, # no “reportable event” (as defined under [Section 4043] of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, # no “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under [Section 4062 or 4069]9] of ERISA), and # each “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is the subject of an unexpired favorable determination letter issued by the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. None of Holdings’ U.S. Subsidiaries nor any of their ERISA Affiliates has incurred or would reasonably expect to incur any material liability under # Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or # Sections 412, 4971, 4975 or 4980B of the Code. Neither Holdings nor any of the Material Subsidiaries has incurred or would reasonably expect to incur any material liability under any applicable non-U.S. pension or benefit laws, regulations or rulings which has not been fully funded or expensed in accordance with GAAP. No “employee benefit plan” is, or would reasonably be expected to be, # in “at-risk” status (within the meaning of [Section 303(i)(4)(A)] of ERISA or [Section 430(i)(4)(A)] of the Code), # in “critical and declining” status (within the meaning of [Section 305] of ERISA) or # subject to liability or the imposition of a lien under Section 436 or 430(k) of the Code, ERISA or other applicable non-U.S. pension legislation.

Project Labor Agreement. The Project is subject to the Project Labor Agreement (as defined below) requiring contractors to be bound by the terms and conditions of the Project Labor Agreement for certain Covered Work as defined therein. In furtherance of the foregoing, contractors and subcontractors of Tenant, prior to commencement of on-site construction by that contractor or subcontractor, shall execute an Agreement to be Bound in the form required by the Project Labor Agreement and provide a copy to Landlord of such executed Agreement to be Bound prior to the commencement of any work. For purposes hereof, the “Project Labor Agreement” means that certain Project Labor Agreement for Bay Meadows Phase II Project originally entered into on November 16, 2004, as amended. Tenant acknowledges that Landlord has provided to Tenant a copy of the Project Labor Agreement.

UBI is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to UBI.

Each Party agrees that it shall not engage in any transaction that is illegal under the Anti-Corruption Laws or Anti-Money Laundering Laws, including prohibitions against making unlawful payments to officials, employees or representatives of any government or governmental department or agency or relevant regulatory authority, including customs officials for expediting customs clearances or anyone else. The Contractor shall remain in compliance with all laws applicable to the Contractor’s activities hereunder, including but not limited to any and all social and environmental law especially applicable to its activities, and shall ensure that it does not employ in its activities child labor or forced labor, acting in accordance with its country’s labor and safety work laws.

any violation of the Company’s employment policies or procedures including but not limited to the Code of Ethics and Business Conduct, Information Security Policy or Compliance and Risk Management Accountability Policy, Internal Labor Regulations that are subject to dismissal under the Vietnamese labor law and/or the Company's Internal Labor Regulations;

Except as set forth in Section 3.17(c) of the Disclosure Schedule, is not the subject of any proceeding asserting that has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or other labor organization, and there is not pending or, to ’s Knowledge, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving that individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and there has not been any such action.

No Group Company is a party to any labor, collective bargaining or works council agreement with respect to any employee, and no such agreement is currently being negotiated with respect to any employee. There is no, and since December 31, 2014, there has been no, labor strike, work stoppage, lockout or other material labor dispute pending or, to the Company’s knowledge, threatened against any Group Company. There is not pending or, to the Company’s knowledge, threatened, and there has not been since December 31, 2014, any organized effort or demand for recognition or certification or attempt to organize employees by any labor organization. There is no material unfair labor practice charge, grievance or complaint pending, or to the Company’s knowledge, threatened, against any Group Company. Except for noncompliance that individually or in the aggregate would not be material to the Group Companies, taken as a whole, # no Group Company has any Liability with respect to any misclassification of any individual as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938, as amended), or with respect to such individual’s status as a leased employee and # the business of the Group Companies is operated in compliance with all applicable employment-related Laws.

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