Common use of Employment and Labor Relations Clause in Contracts

Employment and Labor Relations. Neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened against any of them, before the National Labor Relations Board or other Governmental Authority, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened against any of them, (ii) no strike, labor dispute, slowdown, lock-out, work stoppage or other dispute existing, pending or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened against the Company or any of its Subsidiaries, (iii) no trade union, council of trade unions or employee bargaining agency that has applied for or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened to apply to be certified as the bargaining agent of any employees of the Company or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three years, (iv) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations pending or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened against the Company or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Entity, that involve the labor or employment relations and practices of the Company or any of its Subsidiaries, including but not limited to claims of employment discrimination, and (v) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws or legal requirement dealing with wage and hour matters with respect to the Company or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) – (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. (a) Neither the Company Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (ia) no unfair labor practice complaint pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened against any of them, before the National Labor Relations Board or other Governmental AuthorityBoard, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened (in writing) against any of them, (iib) no strike, labor dispute, slowdown, lock-out, work slowdown or stoppage pending against Holdings or other dispute existing, pending any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened (in writing) against the Company Holdings or any of its Subsidiaries, (iiic) no trade union, council of trade unions or employee bargaining agency that has applied for or, union representation question exists with respect to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened to apply to be certified as the bargaining agent of any employees of the Company Holdings or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three yearsSubsidiaries, (ivd) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations are pending or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened against the Company Holdings or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental EntityAuthority, that involve the labor or employment relations and practices of the Company Holdings or any of its Subsidiaries, including but not limited to claims of employment discrimination, discrimination and (ve) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws federal, state or legal requirement dealing with foreign wage and hour matters with respect to the Company or any of its Subsidiarieslaws, except (with respect to any matter specified in clauses (ia) – and (vb) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. Neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against any of them, before the National Labor Relations Board or other Governmental Authority, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against any of them, (ii) no strike, labor dispute, slowdown, lock-out, work stoppage or other dispute existing, pending or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against the Company or any of its Subsidiaries, (iii) no trade union, council of trade unions or other employees’ representative or employee bargaining agency that has applied for or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing to apply to be certified as the bargaining agent of any employees of the Company or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three years, (iv) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations pending or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against the Company or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental EntityAuthority, that involve the labor or employment relations and practices of the Company or any of its Subsidiaries, including but not limited to claims of employment discrimination, and (v) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws laws, regulations or legal requirement requirements dealing with wage and hour matters with respect to the Company or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) – (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. (a) Neither the Company Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (ia) no unfair labor practice complaint pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened against any of them, before the National Labor Relations Board or other Governmental AuthorityBoard, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened (in writing) against any of them, (iib) no strike, labor dispute, slowdown, lock-out, work slowdown or stoppage pending against Holdings or other dispute existing, pending any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened (in writing) against the Company Holdings or any of its Subsidiaries, (iiic) no trade union, council of trade unions or employee bargaining agency that has applied for or, union representation question exists with respect to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened to apply to be certified as the bargaining agent of any employees of the Company Holdings or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three yearsSubsidiaries, (ivd) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations are pending or, to the knowledge of any Responsible Officer of Holdings or the Company or any other Borrower, threatened against the Company Holdings or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental EntityAuthority, that involve the labor or employment relations and practices of the Company Holdings or any of its Subsidiaries, including but not limited to claims of employment discrimination, discrimination and (ve) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws federal, state or legal requirement dealing with foreign wage and hour matters with respect to the Company or any of its Subsidiarieslaws, except (with respect to any matter specified in clauses (ia) – — (ve) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. Neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice that coulda party to any collective bargaining agreement or other labor contract applicable to the Company’s or any of its Subsidiaries’ employees other than in jurisdictions where regulations mandate employee participation in industrial collective bargaining agreements and works councils with certain consultation rights with respect to the relevant entity’s operations. As of the First Amendment Effective Date, except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) there are no unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against any of them, before the National Labor Relations Board or other Governmental Authority, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against any of them, (ii) no strike, labor dispute, slowdown,strikes, slowdowns, lock-outouts, work stoppage stoppages or other dispute labor disputes existing, pending or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against the Company or any of its Subsidiaries, (iii) no trade union, council of trade unions or other employees’ representative or employee bargaining agency that has applied for or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing to apply to be certified as the bargaining agent of any employees of the Company or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three years, (iv) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations pending or, to the knowledge of any Responsible Officer of the Company or any other BorrowerCompany, threatened in writing against the Company or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental EntityAuthority, that involve the labor or employment relations and practices of the Company or any of its Subsidiaries, including but not limited to claims of employment discrimination, and (v) no violation of since January 1, 2017, the Company and its Subsidiaries have been in compliance with the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws laws, regulations or legal requirement requirements dealing with wage and hour matters with respect to the Company or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) – (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any Anyand (iii) any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent independenta non-employee contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. (a) Neither the Company Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other BorrowerPayer, threatened against any of them, before the National Labor Relations Board or other Governmental AuthorityBoard, and no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement or any other similar collective agreements with any type of employees’ representative is so pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other BorrowerPayer, threatened (in writing) against any of them, (ii) no strike, labor dispute, slowdown, lock-out, work slowdown or stoppage pending against Holdings or other dispute existing, pending any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings or the Company or any other BorrowerPayer, threatened (in writing) against the Company Holdings or any of its Subsidiaries, (iii) no trade union, council of trade unions or employee bargaining agency that has applied for or, union representation question exists with respect to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened to apply to be certified as the bargaining agent of any employees of the Company HN\1118344.20 Holdings or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three yearsSubsidiaries, (iv) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations are pending or, to the knowledge of any Responsible Officer of Holdings or the Company or any other BorrowerPayer, threatened against the Company Holdings or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental EntityAuthority, that involve the labor or employment relations and practices of the Company Holdings or any of its Subsidiaries, including but not limited to claims of employment discrimination, discrimination and (v) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws federal, state or legal requirement dealing with foreign wage and hour matters with respect to the Company or any of its Subsidiarieslaws, except (with respect to any matter specified in clauses (i) – (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employment and Labor Relations. Neither the Company Holdings nor any of its Subsidiaries is engaged in any unfair labor practice or has violated any applicable labor law that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice or labor law violation complaint pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company Holdings or any other Borrower, threatened against any of them, before the National Labor Relations Board or other Governmental Authority, and no grievance or grievance, arbitration or other proceeding arising out of or under any collective bargaining agreement (including the Collective Bargaining Agreements) or any other similar collective agreements agreement with any type of employees’ representative is so pending against the Company Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company Holdings or any other Borrower, threatened against any of them, (ii) no strike, labor dispute, slowdown, lock-out, work slowdown or stoppage pending against Holdings or other dispute existing, pending any of its Subsidiaries or, to the knowledge of any Responsible Officer of Holdings and the Company or any other BorrowerBorrowers, threatened against the Company Holdings or any of its Subsidiaries, (iii) no trade unionunion representation question exists with respect to the employees of Holdings or any of its Subsidiaries, council (iv) no equal employment opportunity charge or other claim of trade unions or employee bargaining agency that has applied for employment discrimination pending or, to the knowledge of any Responsible Officer of the Company Holdings or any other Borrower, threatened against Holdings or any of its Subsidiaries, (v) to apply to be certified as the bargaining agent knowledge of Holdings or any employees of the Company its Subsidiaries, 159 no threatened or pending organizing activity or union, works council or any other type of employees’ representatives elections and (vi) no wage and hour department investigation that has been made of Holdings or any of its Subsidiaries and no existing or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened union organizing activity taking place with respect to any of the employees of the Company or any of its Subsidiaries in the last three years, (iv) no legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or notices of violations or possible violations pending or, to the knowledge of any Responsible Officer of the Company or any other Borrower, threatened against the Company or any of its Subsidiaries by or on behalf of, or otherwise involving, any current or former employee, any person alleging to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Entity, that involve the labor or employment relations and practices of the Company or any of its Subsidiaries, including but not limited to claims of employment discrimination, and (v) no violation of the US federal Fair Labor Standards Act of 1938, as amended, or any other applicable laws federal, state or legal requirement foreign law dealing with wage the hours worked by and hour matters with respect payments made to the Company employees of Holdings or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) – (vvi) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Any individual who performs services for To the Company or any knowledge of its Subsidiaries (Holdings and the other than through a contract with an organization other than such individual) and who is not treated Borrowers, except as an employee of the Company or such Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, either individually or in the aggregate, reasonably be expected to result in a have an Material Adverse Effect, the consummation of the Transaction will not give rise to a right of termination or right of renegotiation on the part of any union, works council or any other type of employees’ representatives under any collective bargaining agreement (including any Collective Bargaining Agreement) to which Holdings or any of its Subsidiaries (or any predecessor) is currently a party or by which Holdings or any of its Subsidiaries (or any predecessor) is currently bound, unless otherwise expressly provided by applicable laws.