Common use of Labor Disagreements Clause in Contracts

Labor Disagreements. Except as set forth in Section 4.19 of the Company Disclosure Letter, (a) the Company is in compliance in all material respects with all applicable laws and regulations regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and the WARN Act, and is not engaged in any unfair labor practice within the meaning of the National Labor Relations Act; (b) there is no unfair labor practice charge or complaint against the Company subject to any grievance procedure, arbitration or litigation or otherwise pending before the National Labor Relations Board, the labor relations board or comparable body of any state or foreign jurisdiction, or any court or tribunal, and, to the Company’s knowledge, none is or has been threatened; (c) there is no labor strike, dispute, request for representation, slowdown, stoppage or other similar activity actually pending against the Company and, to the Company’s knowledge, none is or has been threatened; and (d) there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of any Company Entity at any time during the past four years and, to the Company’s knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s knowledge, no employees of any Company Entity 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 Company Entities because of the nature of the business conducted or presently proposed to be conducted by the Company Entities or to the use of Trade Secrets or proprietary information of others.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc), Agreement and Plan of Merger (Summit Financial Services Group Inc)

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Labor Disagreements. Except as set forth in Section 4.19 In connection with the operation of the Business of Company Disclosure Letteror any other business previously operated by Company, (ai) the Company is in compliance in all material respects with all applicable laws and regulations regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and the WARN Act, and is not engaged in any unfair labor practice within the meaning of the National Labor Relations Actpractice; (bii) there is no Company has not been notified of any unfair labor practice charge or complaint against Company pending and, to the Company subject to any grievance procedureknowledge of Sellers, arbitration no such charge or litigation or otherwise pending complaint is threatened before the National Labor Relations Board, the any state labor relations board or comparable body any court or tribunal; (iii) except as set forth on Disclosure Schedule 4.10, Company has not been notified of any charge or claim filed at or with the Equal Employment Opportunity Commission, any state or foreign jurisdiction, agency having similar jurisdiction or any court or tribunal, actually pending and, to the knowledge of Sellers, no such charge or claim is threatened against Company in connection with the operation of the Business of Company’s knowledge, none is or has been threatened; (civ) there is no labor strike, dispute, request for representation, slowdown, slowdown or stoppage or other similar activity actually pending against the or affecting Company and, to the Company’s knowledgeknowledge of Sellers, none is or has been threatened; and (dv) there have Company has not been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director notified of any grievance which might have a material effect on the conduct of the operations of the Business of Company; (vi) Company Entity at has no labor contracts or collective bargaining agreements with respect to any time during the past four years Company Personnel; (vii) no labor organization or group of employees of Company has made a demand for recognition or certification, and, to the Company’s Sellers' knowledge, there are no facts exist that could reasonably representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be expected to give rise to such claims brought or actions. To filed with the Company’s knowledgeNational Labor Relations Board or any other labor relations tribunal or authority, no and (viii) Company has not been notified of any organizing activities involving Company pending with any labor organization or group of employees of any Company Entity 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 Company Entities because of the nature of the business conducted or presently proposed to be conducted by the Company Entities or to the use of Trade Secrets or proprietary information of othersCompany.

Appears in 1 contract

Samples: ` Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Labor Disagreements. Except as set forth in Section 4.19 In connection with the operation of the Business -------------------- of Company Disclosure Letteror any other business previously operated by Company, (ai) to the best of Sellers' knowledge, Company is in compliance in all material respects with all applicable laws and regulations regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and the WARN Act, and is not engaged in any unfair labor practice within the meaning of the National Labor Relations Actpractice; (bii) there is no Company has not been notified of any unfair labor practice charge or complaint against Company pending and, to the Company subject to any grievance procedureknowledge of Sellers, arbitration no such charge or litigation or otherwise pending complaint is threatened before the National Labor Relations Board, the any state labor relations board or comparable body any court or tribunal; (iii) except as set forth on Disclosure Schedule 4.10, Company has not been notified of any charge or claim filed at or with the Equal Employment Opportunity Commission, any state or foreign jurisdiction, agency having similar jurisdiction or any court or tribunal, actually pending and, to the knowledge of Sellers, no such charge or claim is threatened against Company in connection with the operation of the Business of Company’s knowledge, none is or has been threatened; (civ) there is no labor strike, dispute, request for representation, slowdown, slowdown or stoppage or other similar activity actually pending against the or affecting Company and, to the Company’s knowledgeknowledge of Sellers, none is or has been threatened; and (dv) there have Company has not been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director notified of any grievance which might have a material effect on the conduct of the operations of the Business of Company; (vi) Company Entity at has no labor contracts or collective bargaining agreements with respect to any time during the past four years Company Personnel; (vii) no labor organization or group of employees of Company has made a demand for recognition or certification, and, to the Company’s Sellers' knowledge, there are no facts exist that could reasonably representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be expected to give rise to such claims brought or actions. To filed with the Company’s knowledgeNational Labor Relations Board or any other labor relations tribunal or authority, no and (viii) Company has not been notified of any organizing activities involving Company pending with any labor organization or group of employees of any Company Entity 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 Company Entities because of the nature of the business conducted or presently proposed to be conducted by the Company Entities or to the use of Trade Secrets or proprietary information of othersCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Labor Disagreements. Except as set forth in Section 4.19 In connection with the operation of the Business -------------------- of Company Disclosure Letteror any other business previously operated by Company, (ai) the Company is in compliance in all material respects with all applicable laws and regulations regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and the WARN Act, and is not engaged in any unfair labor practice within the meaning of the National Labor Relations Actpractice; (bii) there is no Company has not been notified of any unfair labor practice charge or complaint against Company pending and, to the Company subject to any grievance procedureknowledge of Sellers, arbitration no such charge or litigation or otherwise pending complaint is threatened before the National Labor Relations Board, the any state labor relations board or comparable body any court or tribunal; (iii) except as set forth on Disclosure Schedule 4.10, Company has not been notified of any charge or claim filed at or with the Equal Employment Opportunity Commission, any state or foreign jurisdiction, agency having similar jurisdiction or any court or tribunal, actually pending and, to the knowledge of Sellers, no such charge or claim is threatened against Company in connection with the operation of the Business of Company’s knowledge, none is or has been threatened; (civ) there is no labor strike, dispute, request for representation, slowdown, slowdown or stoppage or other similar activity actually pending against the or affecting Company and, to the Company’s knowledgeknowledge of Sellers, none is or has been threatened; and (dv) there have Company has not been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director notified of any grievance which might have a material effect on the conduct of the operations of the Business of Company; (vi) Company Entity at has no labor contracts or collective bargaining agreements with respect to any time during the past four years Company Personnel; (vii) no labor organization or group of employees of Company has made a demand for recognition or certification, and, to the Company’s Sellers' knowledge, there are no facts exist that could reasonably representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be expected to give rise to such claims brought or actions. To filed with the Company’s knowledgeNational Labor Relations Board or any other labor relations tribunal or authority, no and (viii) Company has not been notified of any organizing activities involving Company pending with any labor organization or group of employees of any Company Entity 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 Company Entities because of the nature of the business conducted or presently proposed to be conducted by the Company Entities or to the use of Trade Secrets or proprietary information of othersCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

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Labor Disagreements. Except as set forth in Section 4.19 of the Company Disclosure Letteron Schedule 3.20, (a) the each Acquired Company is in compliance in all material respects with all applicable laws and regulations Laws regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Nxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. or the regulations promulgated thereunder (the “WARN Act”), and is not engaged in any unfair labor practice within the meaning of the National Labor Relations Act; (b) there is no unfair labor practice charge or complaint against the any Acquired Company subject to any grievance procedure, arbitration or litigation or otherwise pending before the National Labor Relations Board, the labor relations board or comparable body of any state or foreign jurisdiction, or any court or tribunal, and, to the Company’s knowledgeKnowledge, none is or has been threatened; (c) there is no labor strike, dispute, request for representation, slowdown, stoppage or other similar labor activity actually pending against the or affecting any Acquired Company and, to the Company’s knowledgeKnowledge, none is or has been threatened; and (d) there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of any Company Entity the Acquired Companies at any time during the past four years and, to the Company’s knowledgeKnowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s knowledgeKnowledge, no employees of any Company Entity is the Acquired Companies are 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 Company Entities Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Company Entities Acquired Companies or to the use of Trade Secrets trade secrets or proprietary information of others.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (RCS Capital Corp)

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