Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) The Parent and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a) of the Parent Disclosure Memorandum, none of the Parent or any of its Subsidiaries is a party to any collective-bargaining agreement or other labor union contract applicable to persons employed by the Parent or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-bargaining agreement or other labor union contract is being negotiated by the Parent or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent or any of its Subsidiaries pending or, to the knowledge of the Parent, threatened, nor has there been any such incident during the past three years. To the Parent’s knowledge, the Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the Parent’s knowledge, no employee of the Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)

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Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a) None of the Parent Disclosure Memorandum, none of the Parent Company or any of its Subsidiaries is a party to any collective-bargaining agreement or other labor union contract applicable to persons employed by the Parent or any of its SubsidiariesCompany. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, Company or any of its Subsidiaries and no collective-bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been any such incident during the past three years. To the ParentCompany’s knowledge, the Parent Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)

Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a3.11(a) of the Parent Company Disclosure MemorandumSchedule, none of the Parent Company or any of its Subsidiaries is a party to any collective-collective bargaining agreement or other labor union contract applicable to persons employed by the Parent Company or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-collective bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been threatened which may interfere in any such incident during the past three yearsrespect that would have a Material Adverse Effect. To the Parent’s knowledge, the Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Sorrento Networks Corp)

Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a3.11(a) of the Parent Company Disclosure Memorandum, none of the Parent Company or any of its Subsidiaries is a party to any collective-bargaining agreement or other labor union contract applicable to persons employed by the Parent Company or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been threatened that may interfere in any such incident during respect that would have a Material Adverse Effect with the past three yearsrespective business activities of the Company or any of its Subsidiaries. To the Parent’s knowledge, the Parent The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Paradyne Networks Inc)

Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.11(a3.10(a) of the Parent Company Disclosure MemorandumSchedule, none of the Parent Stockholder, the Company or any of its Subsidiaries is a party to any collective-collective bargaining agreement or other labor union contract applicable to persons employed by the Parent Company or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-collective bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been threatened which may interfere in any such incident during material respect with the past three yearsrespective business activities of the Company or any of its Subsidiaries. To the Parent’s knowledge, the Parent The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

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Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a3.11(a) of the Parent Company Disclosure MemorandumSchedule, none of the Parent Company or any of its Subsidiaries is a party to any collective-collective bargaining agreement or other labor union contract applicable to persons employed by the Parent Company or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-collective bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been threatened which may interfere in any such incident during respect that would have a Material Adverse Effect with the past three yearsrespective business activities of the Company or any of its Subsidiaries. To the Parent’s knowledge, the Parent The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

Labor and Other Employment Matters. (a) The Parent and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.11(a) of the Parent Disclosure MemorandumSchedule, none of the Parent or any of its Subsidiaries is a party to any collective-collective bargaining agreement or other labor union contract applicable to persons employed by the Parent or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-collective bargaining agreement or other labor union contract is being negotiated by the Parent or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent or any of its Subsidiaries pending or, to the knowledge of the Parent, threatened, nor has there been threatened which may interfere in any such incident during respect that would have a Material Adverse Effect with the past three yearsrespective business activities of Parent or any of its Subsidiaries. To the Parent’s knowledge, the Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the Parent’s knowledge, no employee of the Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

Labor and Other Employment Matters. (a) The Parent Company and each of its Subsidiaries is are in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure non-compliance with which should reasonably be expected to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.11(a) None of the Parent Disclosure Memorandum, none of the Parent Company or any of its Subsidiaries is a party to any collective-collective bargaining agreement or other labor union contract applicable to persons employed by the Parent Company or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Parent, and no collective-collective bargaining agreement or other labor union contract is being negotiated by the Parent Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Parent Company or any of its Subsidiaries pending or, to the knowledge of the ParentCompany, threatened, nor has there been threatened which may interfere in any such incident during respect that would have a Material Adverse Effect with the past three yearsrespective business activities of the Company. To the Parent’s knowledge, the Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the ParentCompany’s knowledge, no employee of the Parent Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent Company or such Subsidiary of the Company because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MobileBits Holdings Corp)

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