Common use of Labor and Employee Relations Clause in Contracts

Labor and Employee Relations. As of the date hereof, except as disclosed in Section 4.11(a) of the Company Disclosure Schedule or in the Company SEC Reports, (i) neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization and (ii) to the Knowledge of the Company or any Company Subsidiary, there is no current union representation question involving employees of the Company or any of the Company Subsidiaries, nor does the Company or any Company Subsidiary have Knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. The Company has delivered or otherwise made available to Parent true, correct and complete copies of the collective bargaining agreements listed in Section 4.11 of the Company Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(a) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date hereof, there is no unfair labor practice, employment discrimination or other material grievance, arbitration, claim, suit, action, proceeding or employment related complaint against the Company or any of the Company Subsidiaries pending, or to the Knowledge of the Company or any Company Subsidiary, threatened against or affecting the Company or any Company Subsidiary before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or dispute, slowdown or work stoppage pending or, to the Knowledge of the Company or any Company Subsidiary, threatened against or involving the Company or any Company Subsidiary, and (c) there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge of the Company, threatened in respect of which any director, officer, employee or agent of the Company or any Company Subsidiary is or may be entitled to claim indemnification from the Company or such Company Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the Company Disclosure Schedule. Except as set forth in Section 4.11(a) of the Company Disclosure Schedule, to the Knowledge of the Company and each Company Subsidiary, the Company and each such Company Subsidiary are in material compliance with any and all laws in any relevant jurisdiction, including common law, all applicable federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings.

Labor and Employee Relations. As of the date hereof, except as disclosed in Section 4.11(a) of the Company PSNC Disclosure Schedule hereto or in the Company PSNC SEC Reports, (i) neither the Company PSNC nor any of the Company PSNC Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization and (ii) to the Knowledge best knowledge of the Company or any Company SubsidiaryPSNC, there is no current union representation question involving employees of the Company PSNC or any of the Company PSNC Subsidiaries, nor does the Company or any Company Subsidiary have Knowledge PSNC know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. The Company PSNC has delivered or otherwise made available to Parent SCANA true, correct and complete copies of the collective bargaining agreements listed in Section 4.11 4.11(a) of the Company PSNC Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(a4.11(b) of the Company PSNC Disclosure Schedule hereto or in the Company PSNC SEC Reports filed prior to the date hereofhereof or except to the extent such could not reasonably be expected to have a PSNC Material Adverse Effect, (a) there is no unfair labor practice, employment discrimination or other material written grievance, arbitration, claim, suit, action, action or proceeding or employment related complaint against the Company PSNC or any of the Company PSNC Subsidiaries pending, or to the Knowledge best knowledge of the Company or any Company SubsidiaryPSNC, threatened against or affecting the Company or any Company Subsidiary before any court, governmental department, commission, commission agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or material dispute, slowdown or work stoppage pending or, to the Knowledge best knowledge of the Company or any Company SubsidiaryPSNC, threatened against or involving the Company or any Company SubsidiaryPSNC, and (c) there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge best knowledge of the CompanyPSNC, threatened in respect of which any director, officer, employee or agent of the Company PSNC or any Company Subsidiary of the PSNC Subsidiaries is or may be entitled to claim indemnification from the Company PSNC or such Company PSNC Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the Company PSNC Disclosure Schedule. Except as set forth in Section 4.11(a4.11(d) of the Company PSNC Disclosure Schedule, to the Knowledge knowledge of PSNC, PSNC and the Company and each Company Subsidiary, the Company and each such Company Subsidiary PSNC Subsidiaries are in material compliance with any and all laws in any relevant jurisdiction, including common law, all applicable federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings.

Labor and Employee Relations. As of the date hereofThe Contracts listed on Schedule 3.11 include all collective bargaining agreements to which Xxxxxx is a party. Xxxxxx has delivered, except as disclosed in Section 4.11(a) of or made available, to the Company Disclosure Schedule or in the Company SEC Reports, (i) neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization and (ii) to the Knowledge of the Company or any Company Subsidiary, there is no current union representation question involving employees of the Company or any of the Company Subsidiaries, nor does the Company or any Company Subsidiary have Knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. The Company has delivered or otherwise made available to Parent TAC true, correct and complete copies of each such Contract, as amended to date. Neither Xxxxxx nor any of its Subsidiaries nor, to the Knowledge of Xxxxxx, the other party or parties thereto, is in breach of any material term of any such collective bargaining agreements listed in Section 4.11 agreement. No collective bargaining agreement or other Contract with employees or any labor organization contains any terms which directly or indirectly would have the effect of prohibiting, delaying or placing any conditions on this Agreement, the consummation of the Company Disclosure ScheduleMerger or any other transactions contemplated by this Agreement. Except as set forth on Schedule 3.18, together with all amendments, modifications neither Xxxxxx nor any of its Subsidiaries has engaged in any unfair labor practice and there are no complaints against either Xxxxxx or supplements theretoany of its Subsidiaries pending before the National Labor Relations Board or any similar state or local labor agency by or on behalf of any employee of either Xxxxxx or any of its Subsidiaries. Except as disclosed in Section 4.11(a) of the Company Disclosure on Schedule or in the Company SEC Reports filed prior to the date hereof3.18, there is are no unfair material representation questions, arbitration proceedings, labor practicestrikes, employment discrimination slow downs or stoppages, grievances or other material grievance, arbitration, claim, suit, action, proceeding or employment related complaint against the Company or any of the Company Subsidiaries pending, or to the Knowledge of the Company or any Company Subsidiary, threatened against or affecting the Company or any Company Subsidiary before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or dispute, slowdown or work stoppage labor disputes pending or, to the Knowledge of Xxxxxx, threatened with respect to the Company employees of Xxxxxx or any Company Subsidiaryof its Subsidiaries, threatened against or involving the Company and neither Xxxxxx nor any of its Subsidiaries has experienced any attempt by organized labor to cause either Xxxxxx or any Company Subsidiary, and (c) there is no proceeding, claim, suit, action of its Subsidiaries to comply or governmental investigation pending or, conform to the Knowledge demands of the Company, threatened in respect of which any director, officer, employee or agent of the Company or any Company Subsidiary is or may be entitled to claim indemnification from the Company or such Company Subsidiary pursuant organized labor relating to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the Company Disclosure Scheduleemployees. Except as set forth disclosed on Schedule 3.18, each of Xxxxxx and its Subsidiaries have complied in Section 4.11(a) all material respects with all Employment Laws. Neither Xxxxxx nor any of its Subsidiaries is liable for the payment of material taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the Company Disclosure Schedule, to the Knowledge of the Company and each Company Subsidiary, the Company and each such Company Subsidiary are in material compliance with any and all laws in any relevant jurisdiction, including common law, all applicable federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closingsforegoing Employment Laws.

Labor and Employee Relations. As Except as shown on Schedule 2.13 of the date hereofSchedule of Exceptions, except as disclosed in Section 4.11(a) there are ------------- no currently effective consulting or employment agreements or other agreements with individual consultants or employees to which either of the Company Disclosure Schedule or in the Company SEC Reports, (i) neither the Company nor any of the Company Subsidiaries Companies is a party to or of which either of the Companies is a beneficiary (including noncompetition covenants). None of the employees of either of the Companies is covered by any collective bargaining agreement or other labor agreement with any union trade or labor union, employees' association or similar association. No labor organization and (ii) or group of employees has made a pending demand for recognition; there are no labor representation questions involving either of the Companies; and, to the Knowledge best knowledge of the Company or any Company SubsidiarySeller, there is no current union representation question organizing activity involving employees either of the Company or any of the Company Subsidiaries, nor does the Company or any Company Subsidiary have Knowledge of any activity or proceeding of Companies pending by any labor organization (or representative thereof) or employee group to organize any such of employees. The Company has delivered There are no representation elections, arbitration proceedings, labor strikes, slowdowns or otherwise made available stoppages, material grievances, lockouts, or other labor troubles pending, or, to Parent truethe best knowledge of Seller, correct and complete copies threatened, with respect to the employees of either of the collective bargaining agreements listed in Section 4.11 of the Companies or their respective predecessors, nor has either Company Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(a) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date hereof, there is no unfair labor practice, employment discrimination its respective predecessor experienced any work stoppage or other material grievance, arbitration, claim, suit, action, proceeding or employment related complaint against labor difficulty during the Company or any five (5) years immediately preceding the date of this Agreement. Each of the Company Subsidiaries pending, or Companies and their respective predecessors has complied in all respects with all applicable laws relating to the Knowledge employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, civil rights, plant closings, immigration and the collection and payment of social security and similar taxes. There are no complaints, proceedings, investigations or charges against either Company or any Company Subsidiary, threatened against or affecting the Company or any Company Subsidiary before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or dispute, slowdown or work stoppage pending or, to the Knowledge best knowledge of Seller, threatened before any Government Authority, court or arbitrator, including the Company National Labor Relations Board or any Company Subsidiarysimilar state or local labor agencies, threatened against or involving the Company Equal Employment Opportunity Commission or any Company Subsidiarysimilar state or local agency, and (c) there is no proceeding, claim, suit, action by or governmental investigation pending or, to the Knowledge on behalf of the Company, threatened in respect of which any director, officer, employee or agent former employee of the either Company (or any Company Subsidiary is or may be entitled to claim indemnification from the Company or such Company Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the Company Disclosure Schedule. Except as set forth in Section 4.11(a) of the Company Disclosure Schedule, to the Knowledge of the Company and each Company Subsidiary, the Company and each such Company Subsidiary are in material compliance with any and all laws in any relevant jurisdiction, including common law, all applicable federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closingspredecessors).

Labor and Employee Relations. As (i) The Company is not a party to any employment, consulting, non-competition, severance, golden parachute, indemnification agreement or any other agreement providing for payments or benefits or the acceleration of payments or benefits upon the date hereof, except as disclosed in Section 4.11(a) change of control of the Company Disclosure Schedule or in (including, without limitation, any contract to which the Company SEC Reports, is a party involving employees of the Company). (iii) (A) None of the employees of the Company or any of its subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; (B) neither the Company nor any of its subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any of their employees, nor has the Company Subsidiaries is a party to or any of its subsidiaries signed any collective bargaining agreement or other labor agreement with union contract recognizing any union or labor organization as the bargaining agent of any of their employees; and (iiC) to the Knowledge knowledge of the Company, there is no active or current union organization activity involving the employees of the Company or any Company Subsidiaryof its subsidiaries, nor has there is no current ever been union representation question involving employees of the Company or any of the Company Subsidiaries, nor does the Company or any Company Subsidiary have Knowledge of any activity or proceeding of any labor organization its subsidiaries. (or representative thereofiii) or employee group to organize any such employees. The Company has delivered or otherwise made available to Parent true, correct and complete copies of the collective bargaining agreements listed in Section 4.11 of the Company Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(a) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date hereof, there is There are no unfair labor practice, employment discrimination or other material grievance, arbitration, claim, suit, action, proceeding or employment related complaint complaints against the Company or any of its subsidiaries pending or, to the Company Subsidiaries pendingknowledge of the Company, overtly threatened before the National Labor Relations Board or any similar foreign, state or local labor agencies, or to before the Knowledge Equal Employment Opportunity Commission or any similar foreign, state or local agency, or before any other governmental agency or entity by or on behalf of any employee or former employee of the Company or any of its subsidiaries. (iv) Neither the Company Subsidiarynor any of its subsidiaries has any material contingent liability for severance pay or similar items. The execution, threatened against delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or affecting at law. (v) The Company has provided to Parent a description of all written and other material employment policies under which the Company and each subsidiary has operated. (vi) The Company and each of its subsidiaries are in compliance with all Federal, foreign (as applicable), and state laws regarding employment practices, including laws relating to workers' safety, sexual harassment or discrimination, except where the failure to so be in compliance, individually or in the aggregate, would not have a Material Adverse Effect. (vii) To the knowledge of the Company, no executive, key employee or group of employees has any plans to terminate his or her employment with the Company or any Company Subsidiary before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator, of its subsidiaries. (b) there is no strike, lockout or dispute, slowdown or work stoppage pending or, to the Knowledge of the Company or any Company Subsidiary, threatened against or involving the Company or any Company Subsidiary, and (c) there is no proceeding, claim, suit, action or governmental investigation pending or, to the Knowledge of the Company, threatened in respect of which any director, officer, employee or agent of the Company or any Company Subsidiary is or may be entitled to claim indemnification from the Company or such Company Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the Company Disclosure Schedule. Except as set forth in Section 4.11(a) of the Company Disclosure Schedule, to the Knowledge of the Company and each Company Subsidiary, the Company and each such Company Subsidiary are in material compliance with any and all laws in any relevant jurisdiction, including common law, all applicable federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings.x)