Common use of Absence of Labor Dispute; Compliance with Law Clause in Contracts

Absence of Labor Dispute; Compliance with Law. Except as disclosed in the General Disclosure Package, there is (i) no significant unfair labor practice complaint pending against the Company or any of its subsidiaries, nor, to the knowledge of each of the Company and TMM Holdings, threatened against any of them, before the National Labor Relations Board, any state or local labor relations board or any foreign labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the knowledge of each of the Company and TMM Holdings, threatened against any of them, except for any such complaint, grievance or arbitration that could not reasonably be expected to have a Material Adverse Effect, (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its subsidiaries, or to the knowledge of each of the Company and TMM Holdings, threatened against any of them, except for any such strike, labor dispute, slowdown or stoppage that could not reasonably be expected to have a Material Adverse Effect and (iii) to the knowledge of each of the Company and TMM Holdings, there is no union representation question existing with respect to the employees of the Company or any of its subsidiaries, except for any union representation question that could not reasonably be expected to have a Material Adverse Effect. To the knowledge of each of the Company and TMM Holdings, no material collective bargaining organizing activities are taking place with respect to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has violated (A) any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay of employees, (B) any applicable wage or hour law or (C) any provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules and regulations thereunder or any similar applicable foreign law, except in each case for those violations that could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended) has incurred, nor reasonably expects to incur, any liability (1) under Title IV of ERISA (other than for contributions that are not past due to a Plan (defined as any employee benefit plan, within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), with respect to which the Company or any member of its Controlled Group would have any liability) or for premiums to the Pension Benefits Guaranty Corporation, in the ordinary course that are not past due and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA) or (2) (x) in excess of the amount permitted by the law applicable to a Foreign Plan (defined as any Plan in which current or former non-U.S. employees participate), (y) on account of the complete or partial termination of a Foreign Plan or the complete or partial withdrawal of any participating employer from a Foreign Plan or (z) due to the occurrence of any transaction that is prohibited under the law applicable to a Foreign Plan, except in each case covered by clauses (1) and (2) for such liabilities that could not reasonably be expected to have a Material Adverse Effect.

Absence of Labor Dispute; Compliance with Law. Except as disclosed in the General Disclosure Package, there is (i) no significant unfair labor practice complaint pending against the Company or any of its subsidiaries, nor, to the knowledge of each of the Company Company, TMM Holdings and New TMM Holdings, threatened against any of them, before the National Labor Relations Board, any state or local labor relations board or any foreign labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the knowledge of each of the Company Company, TMM Holdings and New TMM Holdings, threatened against any of them, except for any such complaint, grievance or arbitration that could not reasonably be expected to have a Material Adverse Effect, (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its subsidiaries, or to the knowledge of each of the Company and Company, TMM Holdings or New TMM Holdings, threatened against any of them, except for any such strike, labor dispute, slowdown or stoppage that could not reasonably be expected to have a Material Adverse Effect and (iii) to the knowledge of each of the Company Company, TMM Holdings and New TMM Holdings, there is no union representation question existing with respect to the employees of the Company or any of its subsidiaries, except for any union representation question that could not reasonably be expected to have a Material Adverse Effect. To the knowledge of each of the Company Company, TMM Holdings and New TMM Holdings, no material collective bargaining organizing activities are taking place with respect to the Company or any of its subsidiaries. Neither the Company nor or any of its subsidiaries has violated (A) any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay of employees, (B) any applicable wage or hour law or (C) any provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules and regulations thereunder or any similar applicable foreign law, except in each case for those violations that could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended) has incurred, nor reasonably expects to incur, any liability (1) under Title IV of ERISA (other than for contributions that are not past due to a Plan (defined as any employee benefit plan, within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), with respect to which the Company or any member of its Controlled Group would have any liability) or for premiums to the Pension Benefits Guaranty Corporation, in the ordinary course that are not past due and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA) or (2) (x) in excess of the amount permitted by the law applicable to a Foreign Plan (defined as any Plan in which current or former non-U.S. employees participate), (y) on account of the complete or partial termination of a Foreign Plan or the complete or partial withdrawal of any participating employer from a Foreign Plan or (z) due to the occurrence of any transaction that is prohibited under the law applicable to a Foreign Plan, except in each case covered by clauses (1) and (2) for such liabilities that could not reasonably be expected to have a Material Adverse Effect.