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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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(j) Section 5.8(j) of the Disclosure Schedule sets forth an accurate and complete list, as of the date of this Agreement, of (1) any collective bargaining agreement or other agreement or arrangement with a labor union, labor organization or other employee representative body that the Company or any of its Subsidiaries is a party to or otherwise bound by and (2) any labor union, labor organization or other employee representative body that represents any employees in connection with their employment with the Company or its Subsidiaries.

(k) As of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened in writing (1) labor representation request with respect to any employee of the Company or any of its Subsidiaries or (2) labor strike, labor dispute, work stoppage or lockout against or affecting the Company or any of its Subsidiaries.

(l) The Company and all of its Subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with all Laws pertaining to labor relations, employment and employment practices, including all Laws relating to terms and conditions of employment, health and safety, wage and hours, employee and worker classification, child labor, immigration, employment discrimination and harassment, disability rights or benefits, equal opportunity, plant closures and layoffs, workers’ compensation, labor relations, affirmative action, employee leave issues and unemployment insurance. There are no pending Actions against or affecting the Company or any of its Subsidiaries relating to the alleged violation of any Law pertaining to labor relations, employment or employment practices, including, without limitation, unfair labor practice charges, except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company.

(m) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries, at the level of Vice President or above, is in any material respect in violation of any agreement with or obligation to a former employer of such employee relating to (A) the right of any such employee to be employed by the Company or any of its Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information.

(n) To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment have been made to the Company against any individual in his or her capacity as an employee of the Company or Forest City Employer, LLC at a level of Senior Vice President or above.

5.9. Compliance with Laws.

(a) The businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of their assets) are, and since the Applicable Date have been, conducted in compliance with all federal, state, local or foreign law, statute or ordinance, common law or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority (collectively, “Laws”) and Orders applicable to the Company and its Subsidiaries, except for failures or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Section 5.9 of the Disclosure Schedule, no investigation, audit or review by any Governmental Authority with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority notified the Company in writing of its intention to conduct the same, except for such investigations, audits or reviews the outcome of which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries have received written notice or, to the Knowledge of the Company, any other communications from any Governmental Authority regarding any actual or alleged failure to comply with Law which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Since the Applicable Date, except as would not reasonably be expected to be material to the Company and its Subsidiaries, (i) the Company, its Subsidiaries and its controlled Affiliates (including in each case any of their officers, directors or employees) have complied with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)) and any other applicable foreign or domestic anticorruption or antibribery Laws (collectively, the “Fraud and Bribery Laws”) and (ii) neither the Company, its Subsidiaries nor its controlled Affiliates (including in each case any of their officers, directors or employees)

 

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