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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc
<br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 50 of 207
<br /> Sellers, made a demand for recognition or certification as an employee representative for
<br /> purposes of collective bargaining or filed a petition for recognition with any Governmental
<br /> Body; (ii) no Collective Bargaining Agreement is being negotiated by any of Sellers; and (iii) in
<br /> the last three years there have been no actual or, to Sellers' Knowledge, threatened strikes,
<br /> lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts,
<br /> demonstrations, leafleting, sit-ins, sick-outs, or other material forms of organized labor
<br /> disruption with respect to any of Sellers, the Business or the Purchased Assets.
<br /> (c) Except as set forth on Schedule 5.11(c), within the past three (3) years, there has
<br /> been no "mass layoff' or "plant closing" (as defined in the Worker Adjustment and Retraining
<br /> Notification Act of 1988, and including any similar state or local Law (the "WARN Act"))
<br /> affecting in whole or in part any site of employment, facility, operating unit or Employee, nor
<br /> has any early retirement, separation, or window program been implemented with respect to any
<br /> Seller, the Business and/or any of the Purchased Assets. None of the Employees or former
<br /> employees of any of Sellers have suffered an "employment loss" as defined under the statutes
<br /> referenced herein, within the past three (3) years, and Sellers agree to comply with the WARN
<br /> Act, to the fullest extent required, with respect to any employment actions taken between the
<br /> date hereof through and including the Closing Date. Sellers and their Affiliates have complied
<br /> with any and all legal requirements to provide advance notice of layoffs or terminations as
<br /> required by, or incurred any Liability under, the WARN Act, or any applicable Law.
<br /> (d) Excluding any legal matter that is related to the Bankruptcy Cases, (i) within the
<br /> past three (3) years, Sellers (and their affiliates) have been in material compliance with all
<br /> applicable Law relating to labor and employment, including all applicable Law relating to
<br /> employment practices; the hiring, promotion, assignment, and termination of employees;
<br /> employment classification; discrimination; equal employment opportunities; disability; labor
<br /> relations; wages and hours; Fair Labor Standards Act and any state or local laws governing
<br /> wages, hours, and/or overtime pay; classification of independent contractors; hours of work;
<br /> payment of wages; immigration; workers' compensation; unemployment insurance; employee
<br /> benefits; background and credit checks; working conditions; occupational safety and health;
<br /> family and medical leave; plant closures and layoffs; employee terminations; and data privacy
<br /> and data protection; (ii) except as set forth on Schedule 5.11(d)(ii) there are no pending, or to
<br /> Sellers' Knowledge, threatened, lawsuits, grievances, unfair labor practice charges, arbitrations,
<br /> charges, investigations, complaints, hearings, actions, claims, or proceedings (including any
<br /> administrative investigations, charges, claims, actions, or proceedings), against Sellers or any of
<br /> their Affiliates brought by or on behalf of, or threatened to be brought by or on behalf of, any
<br /> applicant for employment, any current or former employee, any person alleging to be a current or
<br /> former employee, any representative, agent, consultant, independent contractor, subcontractor, or
<br /> leased employee, volunteer, or "temp" of, or that has performed any work or services on behalf
<br /> of or for the benefit of any of the Sellers or any of their Affiliates, or any group or class of the
<br /> foregoing, or any Governmental Body, alleging a violation of any labor or employment Law,
<br /> breach of any express or implied contract of employment; wrongful termination of employment;
<br /> or any other discriminatory, wrongful, or tortious conduct in connection with the employment
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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