Common use of Employees and Employee Relations Clause in Contracts

Employees and Employee Relations. 10.18.1 Except as set forth on Schedule 10.18.1, (i) there is no pending or threatened employee strike, work slowdown or stoppage or labor dispute, (ii) no union representation question exists respecting any MHS Employee; (iii) no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) no union organizing activities by or with respect to any MHS Employee are taking place, (v) no collective bargaining agreement exists or is currently being negotiated by the City, (vi) there is no unfair labor practice charge against the City or MHS pending before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or threatened against or involving the MHS Facilities and none has occurred. In addition, and except as set forth on Schedule 10.18.1, with respect to the MHS Facilities and the Acquired Assets, (i) the City and MHS are in compliance in all material respects with all laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours, (ii) the City and MHS are not engaged in any unfair labor practices, (iii) there are no pending or threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, or other employment-related charges or complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like, (iv) the Lessee will not be subject to any claim or liability for severance pay as a result of the consummation of the Transactions through the Effective Date; and (v) no MHS Employee is bound by any Contract with the City or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating to the business of the MHS Facilities or the Acquired Assets, or (B) adversely affects the ability of the Lessee (or its designee) to employ such MHS Employee at or after the Effective Date.

Employees and Employee Relations. 10.18.1 (a) Except as set forth on Schedule 10.18.1, 5.16(a) (i) there is no pending or or, to MedCath Party’s knowledge, threatened employee strike, work slowdown or stoppage or labor dispute, (ii) to MedCath Party’s knowledge, no union representation question exists respecting any MHS Employee; (iii) MedCath Party Employees, no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) MedCath Party Employees, no union organizing activities by or with respect to any MHS Employee MedCath Party Employees are taking place, and none of the MedCath Party Employees is represented by any labor union or organization, (viii) no collective bargaining agreement exists or is currently being negotiated by the CityMedCath Party or any MedCath Party Affiliate, (viiv) there is no unfair labor practice charge claim against the City MedCath Party or MHS pending any MedCath Party Affiliate before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or or, to MedCath Party’s knowledge, threatened against or involving the MHS MedCath Party Facilities and none has occurred. In addition, and except as set forth on Schedule 10.18.1, with respect to the MHS Facilities and the Acquired Assets, (iv) the City and MHS are MedCath Party is in compliance in all material respects with all laws Laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours, (iivi) the City and MHS are not neither MedCath Party nor any MedCath Party Affiliate is engaged in any unfair labor practices, (iiivii) there are no pending or or, to MedCath Party’s knowledge, threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, safety or other employment-related charges or complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the likelike and (viii) except as otherwise provided in this Agreement, (iv) the Lessee neither St. David’s nor any St. David’s Entity will not be subject to any claim or liability for severance pay as a result of the consummation of the Transactions transactions contemplated by this Agreement through the Effective Date; and (v) no MHS Employee is bound by any Contract with the City or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating to the business of the MHS Facilities or the Acquired Assets, or (B) adversely affects the ability of the Lessee (or its designee) to employ such MHS Employee at or after the Effective DateClosing.

Employees and Employee Relations. 10.18.1 (a) There is no pending or, to Seller’s knowledge, threatened employee strike, work stoppage or labor dispute at the Businesses. Except as set forth on Schedule 10.18.14.19, (i) there no collective bargaining agreement exists or is no pending being negotiated by Seller, any of its affiliates or threatened employee strikethe Businesses. Except as set forth on Schedule 4.19, work slowdown or stoppage or labor dispute, (ii) no union representation question exists respecting any MHS Employee; (iii) no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) employees at the Businesses. To Seller’s knowledge, except as set forth on Schedule 4.19, no union organizing activities by or with respect to any MHS Employee employees at the Businesses is taking place and none of the employees at the Businesses are taking placerepresented by any labor union or organization. Except as set forth on Schedule 4.19, (v) no collective bargaining agreement exists or is currently being negotiated by the City, (vi) there is no unfair labor practice charge claim against Seller, any of its affiliates or the City or MHS pending Businesses before the National Labor Relations Board, or nor any strike, dispute, slowdown, slowdown or stoppage pending or or, to Seller’s knowledge, threatened against or involving the MHS Facilities and none has occurredBusinesses. In addition, and except Except as set forth on Schedule 10.18.14.19, with respect to the MHS Facilities and the Acquired Assets, (i) the City and MHS are in compliance in all material respects with all laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours, (ii) the City and MHS are not engaged in any unfair labor practices, (iii) there are no pending or, to Seller’s knowledge, threatened unfair labor practices claims, equal employment opportunity claims, human rights or threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, or other employment-related charges or civil rights complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like, (iv) like with respect to the Lessee will not be subject to any claim or liability for severance pay as a result Businesses. Seller is in compliance with the terms of the consummation Collective Bargaining Agreement and all Legal Requirements respecting employment and employment practices, terms and conditions of employment, and wages and hours, labor relations, safety and health. Seller has complied with all requirements of the Transactions through Immigration and Reform Control Act of 1986. Seller has not experienced within the Effective Date; preceding 12 months a “plant closing” or “mass layoff” within the meaning of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. Except as set forth on Schedule 4.19(a), neither Seller nor any of the Businesses has, during the ninety (v90) no MHS Employee is bound by any Contract with the City or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating day period prior to the business date of the MHS Facilities or the Acquired Assetsthis Agreement, or (B) adversely affects the ability of the Lessee (or its designee) to employ such MHS Employee at or after the Effective Dateterminated any employees.

Employees and Employee Relations. 10.18.1 SCHEDULE 3.20 attached hereto sets forth a complete list (as of the date set forth therein) of names, positions, current annual salaries or wage rates, and bonus and other compensation arrangements of all full-time and part-time employees of Sellers employed in the operation of the Facilities and Hospital Businesses (indicating whether each employee is part-time or full-time). Except as set forth on Schedule 10.18.1SCHEDULE 3.20, (i) to Sellers' knowledge, Sellers' relations with its employees are good. Except as set forth on SCHEDULE 3.20, there is no pending or or, to Sellers' knowledge, threatened employee strike, work slowdown or stoppage or labor dispute. Except as set forth on SCHEDULE 3.20, (ii) to Sellers' knowledge, no union representation question exists respecting any MHS Employee; (iii) employees of any of Sellers, no collective bargaining agreement exists or is currently being negotiated by any of Sellers, no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) employees of any of Sellers, no union organizing activities by or with respect to any MHS Employee employees of any of Sellers are taking place, (v) no collective bargaining agreement exists and none of the employees of any of Sellers is represented by any labor union or is currently being negotiated by the Cityorganization. Except as set forth on SCHEDULE 3.20, (vi) there is no unfair labor practice charge claim against the City or MHS pending any of Sellers before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or or, to Sellers' knowledge, threatened against or involving the MHS Facilities Hospital Businesses, and none has occurred. In additionTo Sellers' knowledge, and except as set forth on Schedule 10.18.1, with respect to the MHS Facilities and the Acquired Assets, (i) the City and MHS Sellers are in compliance in all material respects with all federal and state laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours. To Sellers' knowledge, (ii) the City and MHS are not none of Sellers is engaged in any unfair labor practices. Except as set forth on SCHEDULE 3.20 OR 3.24, (iii) there are no pending or or, to Sellers' knowledge, threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, or other employment-related charges or complaintsEEOC, wage and hour claimshour, unemployment compensation claimscompensation, workers’ ' compensation or similar claims against any of Sellers or the likeFacilities. SCHEDULE 3.20 also sets forth a complete list of employees whose employment with any of Sellers has terminated for any reason (a) as of the effective date hereof, at any time during the ninety (iv90) day period ending no earlier than two business days prior to the Lessee effective date hereof, and (b) as of two business days before the Closing Date, since the date of the immediately preceding list. None of Sellers will not be subject to any claim or liability for severance pay as a result of the consummation transactions contemplated by this Agreement. All claims of present and former employees of Sellers on the Transactions through account of or for (x) overtime pay for any period on or before the Effective Closing Date; and , (vy) no MHS wages, salary, bonuses or amounts accruing under any Employee is bound by any Contract with the City Benefit Plan or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating to the business of the MHS Facilities or the Acquired AssetsOther Plan, or (Bz) adversely affects sick pay, severance pay, claim for unlawful discharge, holiday or vacation pay or paid time off, have been or will be fully accrued on the ability of the Lessee (or its designee) to employ such MHS Employee at or after the Effective DateFinancial Statements.

Employees and Employee Relations. 10.18.1 Schedule 3.12 hereto sets forth a complete (as of the date set forth therein) list of names, positions, and current annual salaries or wage rates and bonus and other compensation arrangements as of the date thereof of all of the NTPC Employees. Except as set forth on Schedule 10.18.1schedule 3.12 hereto, (i) there is all NTPC Employees are full-time employees. The employee relations between Seller and the NTPC Employees are good. There are no pending or or, to Seller's Knowledge, threatened employee strikestrikes, work slowdown or stoppage stoppages or labor dispute, (ii) no disputes with respect to the NTPC Employees. No union representation question exists respecting any MHS Employee; (iii) of the NTPC Employees, no collective bargaining agreement exists or is currently being negotiated by Seller, no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) the NTPC Employees, no union organizing activities by or with respect to any MHS Employee the NTPC Employees are taking place, (v) no collective bargaining agreement exists and none of the NTPC Employees is represented by any labor union or is currently being negotiated by the City, (vi) there is organization. There are no unfair labor practice charge claims against the City or MHS pending Seller before the National Labor Relations Board, or any strikestrikes, disputedisputes, slowdownslowdowns, or stoppage stoppages pending or or, to Seller's Knowledge, threatened against or involving the MHS Facilities Business, and none has occurred. In addition, and except as set forth on Schedule 10.18.1, with respect to the MHS Facilities and the Acquired Assets, (i) the City and MHS are Seller is in compliance in all material respects with all federal and state laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours, (ii) the City and MHS are . Seller is not engaged in any unfair labor practices. Except as set forth on Schedule 3.12, (iii) there are no pending or or, to Seller's Knowledge, threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, or other employment-related charges or complaintsEqual Employment Opportunity Commission claims, wage and hour claims, sexual harassment claims, unemployment compensation claims, workers’ ' compensation claims or the like, (iv) like against Seller with respect to the Lessee Business. Buyer will not be subject subjected to any claim or liability for severance pay as a result of the consummation transactions contemplated by this Agreement. Except as set forth on schedule 3.12 hereto, no present or former employee of Seller engaged in the Transactions through Business has any claim against Seller on account of or for (a) late or overdue overtime pay for any period on or before the Effective Closing Date; and , (vb) no MHS Employee is bound by late or overdue wages, salary, bonuses or amounts accruing under any Contract with the City or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating to the business of the MHS Facilities or the Acquired Assetsemployee pension benefit plan, or (Bc) adversely affects the ability of the Lessee (late or its designee) to employ such MHS Employee at overdue sick pay, severance pay, claims for unlawful discharge, holiday or after the Effective Datevacation pay or paid time off.