Labor Agreements. As of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule or in the LILCO SEC Reports filed prior to the date hereof, neither LILCO nor any of the LILCO Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. To the best knowledge of LILCO, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule, there is no current union representation question involving employees of LILCO or any of the LILCO Subsidiaries, nor does LILCO know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in the LILCO SEC Reports filed prior to the date hereof or in Section 5.10(h) of the LILCO Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other material complaint against LILCO or any of the LILCO Subsidiaries pending, or to the best knowledge of LILCO, threatened, (ii) there is no strike, or lockout or material dispute, slowdown or work stoppage pending, or to the best knowledge of LILCO, threatened, against or involving LILCO, and (iii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCO, threatened, in respect of which any director, officer, employee or agent of LILCO or any of the LILCO Subsidiaries is or may be entitled to claim indemnification from LILCO or such LILCO Subsidiary pursuant to their respective certificates of incorporation or by-laws or as provided in the indemnification agreements listed in Section 5.10(h) of the LILCO Disclosure Schedule.
Appears in 2 contracts
Sources: Agreement and Plan of Exchange (Brooklyn Union Gas Co), Agreement and Plan of Exchange (Long Island Lighting Co)
Labor Agreements. As of the date hereof, except as set forth in Section 5.10(h4.10(h) of the LILCO BUG Disclosure Schedule or in the LILCO BUG SEC Reports filed prior to the date hereof, neither LILCO BUG nor any of the LILCO BUG Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. To the best knowledge of LILCOBUG, as of the date hereof, except as set forth in Section 5.10(h4.10(h) of the LILCO BUG Disclosure Schedule, there is no current union representation question involving employees of LILCO BUG or any of the LILCO BUG Subsidiaries, nor does LILCO BUG know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in the LILCO BUG SEC Reports filed prior to the date hereof or in Section 5.10(h4.10(h) of the LILCO BUG Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other material complaint against LILCO BUG or any of the LILCO BUG Subsidiaries pending, or to the best knowledge of LILCOBUG, threatened, (ii) there is no strike, strike or lockout or material dispute, slowdown or work stoppage pending, or to the best knowledge of LILCOBUG, threatened, against or involving LILCOBUG, and (iii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCOBUG, threatened, in respect of which any director, officer, employee or agent of LILCO BUG or any of the LILCO BUG Subsidiaries is or may be entitled to claim indemnification from LILCO BUG or such LILCO BUG Subsidiary pursuant to their respective certificates of incorporation or by-laws or as provided in the indemnification agreements listed in Section 5.10(h4.10(h) of the LILCO BUG Disclosure Schedule.
Appears in 2 contracts
Sources: Agreement and Plan of Exchange (Brooklyn Union Gas Co), Agreement and Plan of Exchange (Long Island Lighting Co)
Labor Agreements. As of Except as disclosed in the date hereof, except WeCo SEC Reports or as set forth in Section 5.10(h4.10(l) of the LILCO WeCo Disclosure Schedule or in the LILCO SEC Reports filed prior to the date hereofSchedule, (i) neither LILCO WeCo nor any of the LILCO Subsidiaries WNG Subsidiary is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. To ; (ii) to the best knowledge of LILCO, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure ScheduleWeCo or WNG, there is no current union representation question election or controversy involving employees of LILCO WeCo or any of the LILCO WNG Subsidiaries, nor does LILCO WeCo or WNG know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. Except as disclosed in the LILCO SEC Reports filed prior to the date hereof or in Section 5.10(h) of the LILCO Disclosure Schedule, ; (iiii) there is no material unfair labor practice, employment discrimination practice charge or material grievance arising out of a collective bargaining agreement or other material complaint grievance procedure against LILCO WeCo or any of the LILCO WNG Subsidiaries pending, or to the best knowledge of LILCOWeCo or WNG, threatened, ; (iiiv) there is no strikematerial complaint, lawsuit or lockout proceeding in any forum by or material disputeon behalf of any present or former employee, slowdown any applicant for employment or work stoppage classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship against WeCo or any of the WNG Subsidiaries pending, or to the best knowledge of LILCOWeCo or WNG, threatened; (v) there is no strike, dispute, slowdown, work stoppage or lockout pending, or to the best knowledge of WeCo or WNG, threatened, against or involving LILCOWeCo or any of the WNG Subsidiaries; (vi) WeCo and the WNG Subsidiaries are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health; and (iiivii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCOWeCo or WNG, threatened, in respect of which any director, officer, employee or agent of LILCO WeCo or any of the LILCO WNG Subsidiaries is or may be entitled to claim indemnification from LILCO WeCo or such LILCO Subsidiary any of the WNG Subsidiaries pursuant to their respective certificates articles of incorporation or by-laws bylaws or as provided in the indemnification agreements Indemnification Agreements listed in on Section 5.10(h4.10(l) of the LILCO WeCo Disclosure Schedule.
Appears in 1 contract
Sources: Merger Agreement (Puget Sound Power & Light Co /Wa/)
Labor Agreements. As Except as set forth in Section 4.10(h) of the CYBEX Disclosure Schedule, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule or in the LILCO SEC Reports filed prior to the date hereof, neither LILCO CYBEX nor any of the LILCO its Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. To the best knowledge of LILCOCYBEX, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule, there is no current union representation question involving employees of LILCO CYBEX or any of the LILCO its Subsidiaries, nor does LILCO CYBEX know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in the LILCO CYBEX SEC Reports filed prior to the date hereof or in Section 5.10(h4.10(h) of the LILCO CYBEX Disclosure ScheduleSchedule or except to the extent such would not have a CYBEX Material Adverse Effect, (i) there is no unfair labor practice, employment discrimination or other material complaint against LILCO CYBEX or any of the LILCO its Subsidiaries pending, or to the best knowledge of LILCOCYBEX, threatened, (ii) there is no strike, or lockout or material dispute, slowdown or work stoppage pending, or to the best knowledge of LILCOCYBEX, threatened, threatened against or involving LILCO, CYBEX and (iii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCOCYBEX, threatened, in respect of which any director, officer, employee or agent of LILCO CYBEX or any of the LILCO its Subsidiaries is or may be entitled to claim indemnification from LILCO CYBEX or such LILCO Subsidiary pursuant to their respective certificates of incorporation or by-laws or as provided in the indemnification agreements listed in Section 5.10(h4.10(h) of the LILCO CYBEX Disclosure Schedule. Neither CYBEX nor any Subsidiary has ever been a party to a multi-employer retirement plan.
Appears in 1 contract
Labor Agreements. As of the date hereof, except as set forth in Section 5.10(h4.10(h) of the LILCO Transferred Divisions Disclosure Schedule or in the LILCO SEC Reports filed prior to the date hereofSchedule, neither LILCO the Company nor any of the LILCO Company Subsidiaries is a party to any collective bargaining agreement or other labor agreement covering any Purchaser Employees with any union or labor organization. To Except as set forth in Section 4.10(h) of the best Transferred Divisions Disclosure Schedule, to the knowledge of LILCOthe Company, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule, there is no current union representation question involving employees of LILCO or any of the LILCO SubsidiariesPurchaser Employees, nor does LILCO the Company know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employeesPurchaser Employees. Except as disclosed in the LILCO SEC Reports filed prior to the date hereof or set forth in Section 5.10(h4.10(h) of the LILCO Transferred Divisions Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other material complaint relating to Purchaser Employees against LILCO the Company or any of the LILCO Company Subsidiaries pendingpending or, or to the best knowledge of LILCOthe Company, threatened, which has or could reasonably be expected to have a Company Material Adverse Effect and (ii) there is no strike, dispute, slowdown, work stoppage or lockout or material dispute, slowdown or work stoppage relating to Purchaser Employees pending, or or, to the best knowledge of LILCOthe Company, threatened, against or involving LILCO, and (iii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCO, threatened, in respect of which any director, officer, employee or agent of LILCO Company or any of the LILCO Company Subsidiaries is which has or may could reasonably be entitled expected to claim indemnification from LILCO or such LILCO Subsidiary pursuant to their respective certificates of incorporation or by-laws or have, a Company Material Adverse Effect. Except as provided in the indemnification agreements listed set forth in Section 5.10(h4.10(h) of the LILCO Transferred Divisions Disclosure Schedule, the Company and the Company Subsidiaries have complied in all material respects with all laws relating to the employment of Purchaser Employees, including without limitation any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has, to the knowledge of the Company, asserted that the Company or any of the Company Subsidiaries is liable in any material amount for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Eagle Point Software Corp)
Labor Agreements. As of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule or in the LILCO SEC Reports filed prior to the date hereof, neither LILCO UCU nor any of the LILCO UCU Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization. To the best knowledge of LILCOUCU, as of the date hereof, except as set forth in Section 5.10(h) of the LILCO Disclosure Schedule, there is no current union representation question involving employees of LILCO UCU or any of the LILCO UCU Subsidiaries, nor does LILCO UCU know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in the LILCO UCU SEC Reports filed prior to the date hereof or in Section 5.10(h) of except to the LILCO Disclosure Scheduleextent such would not have a UCU Material Adverse Effect, (i) there is no unfair labor practice, employment discrimination or other material complaint against LILCO UCU or any of the LILCO UCU Subsidiaries pending, or to the best knowledge of LILCOUCU, threatened, (ii) there is no strike, or lockout or material dispute, slowdown or work stoppage pendingpending or, or to the best knowledge of LILCOUCU, threatened, threatened against or involving LILCOUCU, and (iii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of LILCOUCU, threatened, threatened in respect of which any director, officer, employee or agent of LILCO UCU or any of the LILCO UCU Subsidiaries is or may be entitled to claim indemnification from LILCO UCU or such LILCO UCU Subsidiary pursuant to their respective certificates articles of incorporation or by-laws or as provided in the indemnification agreements listed in Section 5.10(h) of the LILCO UCU Disclosure Schedule.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Kansas City Power & Light Co)