Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor organization (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since December 1, 2014, no labor union, labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 1, 2014 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries and (iii) except as would cause, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December 1, 2014. Since December 1, 2014, there has not occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 1, 2014 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company Neither Dish nor any of its Subsidiaries Dish Subsidiary is a party to to, or bound by by, any material collective bargaining agreement agreement, contract or other material Contract agreement with any a labor union, labor organization (eachor works council that is material to the business of Dish and the Dish Subsidiaries, taken as a “Collective Bargaining Agreement”)whole, which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, as currently conducted; (ii) since December January 1, 20142009, no labor union, labor organization, works council or group of employees of the Company Dish or any of its Subsidiaries Dish Subsidiary has made a demand for recognition or certification, and there are, and since December 1, 2014 have been, are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries and authority; (iii) except as would causesince January 1, individually or in the aggregate, a Company Material Adverse Effect2009, there are has not been any unfair labor practice charge or complaint pending against Dish or any Dish Subsidiary; (iv) since January 1, 2009, no ongoing action, complaint, charge, inquiry, proceeding or threatened union investigation by or on behalf of any employee, prospective employee, former employee, labor organization or decertification activities relating to other representative of employees of the Company Dish or any Dish Subsidiary has been pending or, to the Knowledge of its Subsidiaries and no such activities have occurred Dish, threatened; (v) since December January 1, 2014. Since December 1, 20142009, there has not occurred or, to the Knowledge of the CompanyDish, been threatened any strike strike, lockout, work stoppage or slowdown involving any employees of Dish or any slowdownDish Subsidiary; and (vi) Dish and the Dish Subsidiaries are in compliance with all applicable collective bargaining agreements, work stoppagecollective labor agreements, concerted refusal to work overtime social plans, industry agreements, contracts or other similar agreements with a labor activityunion, union organizing campaignlabor organization or works council and all applicable laws, or labor dispute against or involving agreements, contracts, policies, plans, and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the Company or any termination of its Subsidiariesemployment, except in each case as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. There is, and since December 1, 2014 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Dish Material Adverse Effect.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a3.17(a) of the Company Disclosure Letter, (i) neither Matrix, the Company nor any of its Subsidiaries SpinCo Entity is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization with respect to any employees of the SpinCo Business (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a3.17(a) of the Company Disclosure Letter, (ii) since December January 1, 20142019, no labor union, labor organization, or group of employees of the Company or any of its Subsidiaries SpinCo Business has made a demand for recognition or certification, and there are, and since December January 1, 2014 2019 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by employees of the Company or any of its Subsidiaries SpinCo Business and (iii) except as would causenot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries SpinCo Business and no such activities have occurred since December January 1, 20142019. Since December January 1, 20142019, there has not occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving employees of the Company or any of its SubsidiariesSpinCo Business, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There isis no, and since December January 1, 2014 2019 there has beennot been any, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against Matrix, the Company Company, any SpinCo Entity or any of its Subsidiaries the SpinCo Business by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee employee or independent contractor of the Company or any of its Subsidiaries SpinCo Business that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since December January 1, 20142016, no labor union, labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are, and since December January 1, 2014 2016 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries and (iii) except as would causenot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December January 1, 20142016. Since December January 1, 20142016, there has not occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December January 1, 2014 2016 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a3.11(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material Schedule identifies each collective bargaining agreement or other material Contract with any labor union or labor organization to which a member of the Alkali Group is a party or otherwise bound (eachcollectively, a the “Collective Bargaining AgreementUnion Agreements”), which each . Except for such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since December 1, 2014, no labor union, labor organization, matters that have not been or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 1, 2014 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing would not reasonably be expected to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries and (iii) except as would causebe, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees as of the Company or any of its Subsidiaries and no such activities have occurred date hereof, material to the Alkali Group, taken as a whole: since December April 1, 2014. Since December 1, 2014, 2015 (i) there has not occurred have been no strikes or lockouts in effect or, to the Knowledge of the Company, threatened, with respect to any employees of the Alkali Group or against any member of the Alkali Group, (ii) there have been threatened any strike no demands for recognition, representation proceedings, petitions seeking representation, or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 1, 2014 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation decertification activity pending or, to the Knowledge of the Company, threatened involving any employees of the Alkali Group, (iii) there has been no unfair labor practice charges, material grievances, labor disputes, complaints, or labor arbitration proceedings pending or, to the Knowledge of the Company, threatened, with respect to employees of the Alkali Group or against any member of the Alkali Group, and (iv) there has been no slowdown, or work stoppage in writing against effect or, to the Company or any Knowledge of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority Company, threatened with respect to any present or former Employee or independent contractor employees of the Alkali Group. The Company and its Subsidiaries are, and since April 1, 2015 have remained, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including (A) hiring, termination, terms and conditions of employment, wages and hours, equal opportunity, classification of employees and contractors, including as exempt and non-exempt, and as employees and independent contractors, background checks, and legal authorization to work in the United States, (B) unfair labor practices and (C) collective bargaining. Since April 1, 2015, no member of the Alkali Group has implemented any plant closing, mass layoff, or employee layoff, that was not in compliance with, the Worker Adjustment and Retraining Notification Act of 1998, as amended, or any similar applicable state, local or foreign Law (collectively, “WARN”). To the Knowledge of its Subsidiaries the Company, no employee of the Alkali Group is subject to any secrecy or noncompetition agreement or any other agreement that had would materially impede the ability of such employee to carry out the activities of such employee in furtherance of the Business. With respect to the transactions contemplated by this Agreement, any notice to employees of the Alkali Group or would reasonably their bargaining representatives required by Law, collective bargaining agreement, or other Contract has been or prior to the Closing Date will be expected given, and all bargaining, consent or similar obligations with any such employee representative have been or prior to have, individually or in the aggregate, a Company Material Adverse EffectClosing Date will be satisfied.

Employees; Labor Matters. Schedule 2.20 sets forth a complete and accurate list of all Employees (aother than Xxxxxx Xxxxxxx, Xxxxxx Wiebye, Xxxxxxx X'Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Conboye, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, who are currently, or on the Effective Date will become, employees of the Seller) showing for each: name, date of hire, current job title or description, current salary level and any bonus, commission or other remuneration paid during the most recently completed fiscal year. The Company is not delinquent in payments to any of the Employees for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for the Business to the date hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 2.20 hereto, there is no policy, practice, plan or program of paying severance pay or any form of severance compensation in Section 3.18(a) connection with the termination of employment of Employees, and the consummation of the Company Disclosure Lettertransactions contemplated by this Agreement will not (either alone or together with any other acts or events) result in any payment, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement benefit or other right becoming due to any current or former Employee, nor accelerate the timing or vesting of any such payment, benefit or right, nor otherwise increase the amount of compensation due to any such person. The Company is in material Contract compliance with all applicable laws and regulations respecting labor, employment, labor and union relations, fair employment practices, safety and health, terms and conditions of employment, and wages and hours, in each instance relating to the Employees, except to the extent that any labor organization (each, such non-compliance would not in the aggregate reasonably be expected to have a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is Material Adverse Effect on the Business. Except as set forth on Section 3.18(a) Schedule 2.20, no charges of employment discrimination or unfair labor practices relating to any of the Company Disclosure LetterEmployees have been brought against the Company, (ii) since December 1nor are there any strikes, 2014slowdowns, no labor unionstoppages of work, labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 1, 2014 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority concerted interference with respect to any individuals employed by the Company or any of its Subsidiaries and (iii) except as would cause, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees normal operations of the Company or any of its Subsidiaries and no such activities have occurred since December 1Business existing, 2014. Since December 1pending, 2014, there has not occurred or, to the Knowledge of the CompanySeller, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Business. Except as set forth on Schedule 2.20 attached hereto, the Company has not received notice of any impending, strikes, slowdowns, concerted interference with normal operations of the Business or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 1, 2014 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, union organization activities relating to the Knowledge of the CompanyEmployees. Except as set forth on Schedule 2.20 hereto, threatened in writing there are no grievances, complaints or charges that have been filed and are currently pending against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present current or former Employee or independent contractor employees of the Business under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement). Except as set forth on Schedule 2.20 hereto, no collective bargaining agreements are in effect or are currently being or are about to be negotiated by the Company or any of its Subsidiaries that had or would reasonably be expected with respect to have, individually or in the aggregate, a Company Material Adverse EffectEmployees.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, labor agreement or other material Contract with any labor union, labor organization or works council (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since December 131, 20142018, no labor union, labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 131, 2014 2018 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries and (iii) except as would cause, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December 131, 20142018. Since December 131, 20142018, there has not occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 131, 2014 2018 there has been, no unfair labor practice complaint complaint, arbitration or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. With respect to the transactions contemplated by this Agreement, the Company and its Subsidiaries, based on information of which the Company has Knowledge prior to the Closing and provided that Parent has complied with its obligations under Section 6.3(d), have satisfied, as of the Effective Time, in all material respects any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, Collective Bargaining Agreement or other Contract.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither Seller does not now have and never has had any employees; (ii) none of Seller, the Company nor any of its Subsidiaries is a Company Subsidiary is, or has at any time been, party to or bound by any material collective bargaining agreement or other material Contract contract with a labor union or labor organization, no employee of the Company or any Company Subsidiary is represented by any labor organization (eachwith respect to such employee’s employment with the Company or any Company Subsidiary and no union organization activity is pending or, a “Collective Bargaining Agreement”)to the Company’s Knowledge, which each such Collective Bargaining Agreement is set forth on Section 3.18(a) threatened involving any employee of the Company Disclosure Letteror any Company Subsidiary; (iii) there are no strikes, (ii) since December 1work stoppages, 2014picketings, no labor unionslowdowns, labor organizationwalkouts, lockouts or group of other organized work interruptions pending or, to the Company’s Knowledge, threatened with respect to any employees of the Company or any of its Subsidiaries has made a demand for recognition or certificationCompany Subsidiary, and there are, and since December 1, 2014 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by neither the Company or nor any of its Subsidiaries and Company Subsidiary has experienced any such organized work interruption during the past three years; (iiiiv) except as would cause, individually or in the aggregate, a Company Material Adverse Effect, there are is no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December 1, 2014. Since December 1, 2014, there has not occurred organizing effort pending or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the employees of the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 1, 2014 Subsidiary; (v) there has been, is no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action labor dispute (other than non-material, routine individual grievances) or investigation labor arbitration proceeding pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor 50 US-DOCS\131312541.20 the employees of the Company or any Company Subsidiary, (vi) there has been no “mass layoff” or “plant closing” (as defined under the WARN Act or any state or local statute of its Subsidiaries similar effect) with respect to the Company or any Company Subsidiary within the three years prior to the date hereof, and neither the Company nor any Company Subsidiary has incurred any liability under the WARN Act or any state or local statute of similar effect that had remains unsatisfied, (vii) no individual who has performed services for Seller, the Company or would any Company Subsidiary has been improperly excluded from participation in any Benefit Plan, and (viii) none of Seller, the Company nor any Company Subsidiary has incurred or reasonably be expected expects to haveincur any current or contingent liability or obligation with respect to any misclassification of any person as an independent contractor rather than as an employee, individually or in the aggregateas exempt rather than non-exempt, a Company Material Adverse Effector with respect to any employee leased from another employer.

Employees; Labor Matters. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since December January 1, 20142019, no labor union, labor organization, or group of employees of the Company or any of its Subsidiaries RemainCo Employees has made a demand for recognition or certification, and there are, and since December January 1, 2014 2019 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by the Company or any of its Subsidiaries RemainCo Employee and (iii) except as would causenot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries RemainCo Employees and no such activities have occurred since December January 1, 20142019. Since December January 1, 20142019, there has not occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and except as disclosed on Section 3.18(a) of the Company Disclosure Letter. There is, and since December January 1, 2014 2019 there has been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company RemainCo or any of its the RemainCo Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former RemainCo Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.