Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. Except as set forth in Schedule 4.18: (i) there is not any, and during the past five years there has not been any, labor strike, dispute, work stoppage, work disruption or lockout pending, or, to the knowledge of Interbrew and Labatt, threatened, against or affecting Labatt or any Labatt Subsidiary; (ii) to the knowledge of Interbrew and Labatt, no union organizational campaign is in progress with respect to the employees of Labatt or any Labatt Subsidiary and no question or dispute concerning representation by a union of such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a union; (iii) neither Labatt nor any Labatt Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against Labatt or any of the Labatt Subsidiaries pending, or, to the knowledge of Interbrew and Labatt, threatened, before a labor relations board or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt Subsidiary; (vi) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, charges against Labatt or any of the Labatt Subsidiaries or any of their current or former employees before any Governmental Entity responsible for the prevention of unlawful employment practices; (vii) none of Interbrew, Mergeco and Labatt and its subsidiaries has received written communication during the past five years of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries and, to the knowledge of Interbrew and Labatt, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries.

Employee and Labor Matters. Except as set forth in Schedule 4.18: (i) Except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities: (a) there is not anyno, and during the past five three (3) years there has not been any, labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, threatened, against or affecting Labatt or any Labatt Subsidiarythe operation of the Facilities; (iib) to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, no union organizational campaign is in progress with respect to the employees of Labatt or any Labatt Subsidiary EO Employees, PCS Employees and/or PBS Employees and no question or dispute concerning representation by a union of such employees EO Employees, PCS Employees and/or PBS Employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a union; (iiic) neither Labatt nor any Labatt Subsidiary no Seller or Existing Operator is engaged in any unfair labor practicepractice in connection with the operation of the Facilities; (ivd) there are not any no unfair labor practice charges or complaints against Labatt or any of the Labatt Subsidiaries pending, or, to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, threatened, before a the National Labor Relations Board or any state or local labor relations board or other tribunalin connection with the operation of the Facilities; (ve) there are not any no pending, or, to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility in connection with the operation of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt SubsidiaryFacilities; (vif) there are not any no pending, or, to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, threatened, charges in connection with the operation of the Facilities against Labatt any Seller or Existing Operator or any of the Labatt Subsidiaries or any of their current or former employees employee of the Facility before the Equal Employment Opportunity Commission or any Governmental Entity state or local agency responsible for the prevention of unlawful employment practicespractices (except for the EEOC charge Mine Creek Healthcare Center as previously disclosed to New Operators); and (viig) none of Interbrew, Mergeco and Labatt and its subsidiaries no Seller or Existing Operator has received written communication notice during the past five three (3) years of the intent of any Governmental Entity Authority responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any the operation of the Labatt Subsidiaries Facilities and, to the knowledge of Interbrew each Seller’s and LabattExisting Operator’s Knowledge, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries.

Employee and Labor Matters. Except as set forth in Schedule 4.18: (a) (i) there There is not anynot, and during since the past five years Relevant Date there has not been anybeen, any labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge Knowledge of Interbrew and Labattthe Contributors, threatened, against or affecting Labatt any Contributed Company or any Labatt SubsidiarySubsidiary thereof; (ii) to the knowledge Knowledge of Interbrew and Labattthe Contributors, no union organizational campaign is in progress with respect to the employees of Labatt any Contributed Company or any Labatt Subsidiary thereof and no question or dispute concerning representation by a union of such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a union; (iii) neither Labatt nor any Labatt no Contributed Company or Subsidiary thereof is engaged in any unfair labor practice; (iv) there are not any no unfair labor practice charges or complaints against Labatt any Contributed Company or any of the Labatt Subsidiaries Subsidiary thereof pending, or, to the knowledge Knowledge of Interbrew and Labattthe Contributors, threatened, before a labor relations board or other tribunalthe National Labor Relations Board; (v) there are not any no pending, or, to the knowledge Knowledge of Interbrew and Labattthe Contributors, threatened, union grievances against Labatt any Contributed Company or any Labatt Subsidiary thereof as to which there is a reasonable possibility of adverse determination determination, and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or have a Labatt SubsidiaryContributed Company Material Adverse Effect; (vi) there are not any no pending, or, to the knowledge Knowledge of Interbrew and Labattthe Contributors, threatened, charges against Labatt any Contributed Company or any of the Labatt Subsidiaries Subsidiary thereof or any of their current or former employees before the Equal Employment Opportunity Commission or any Governmental Entity state or local agency responsible for the prevention of unlawful employment practicespractices that could reasonably be expected to have a Contributed Company Material Adverse Effect; (vii) none of Interbrew, Mergeco and Labatt and its subsidiaries no Contributor or Contributed Company or Subsidiary thereof has received written any communication during since the past five years Relevant Date of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws Laws to conduct an investigation of or affecting Labatt any Contributed Company or any of the Labatt Subsidiaries Subsidiary thereof and, to the knowledge Knowledge of Interbrew and Labattthe Contributors, no such investigation is in progress; and (viii) each Contributed Company and Subsidiary thereof is in compliance in all current assessments under material respects with all applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary Laws respecting employment and such entities have not been employment practices, terms and are not subject to any special or penalty assessment under such legislation which has not been paidconditions of employment, worker classification, wages, hours of work, withholding and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) occupational safety and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiarieshealth.

Employee and Labor Matters. (i) Except as set forth in Schedule 4.18: 4(r): (iA) there is not anyis, and during the past five years five-year period immediately preceding the date of this Agreement, there has not been anybeen, no material labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge of Interbrew and LabattSeller, threatened, against or affecting Labatt or any Labatt Subsidiarythe Company; (iiB) to the knowledge of Interbrew and LabattSeller, no union organizational campaign is in progress with respect to the employees of Labatt or any Labatt Subsidiary the Company and no question or dispute concerning representation by a union of exists respecting such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a unionemployees; (iii) neither Labatt nor any Labatt Subsidiary is engaged in any unfair labor practice; (ivC) there are not any unfair labor practice charges no pending (for which notice has been provided to the Company or complaints against Labatt or any of the Labatt Subsidiaries pendingSeller), or, to the knowledge of Interbrew and LabattSeller, threatened, before a unfair labor relations board practice charges or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, complaints or union grievances against Labatt or the Company before any Labatt Subsidiary Governmental Entity as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or have a Labatt SubsidiarySeller Material Adverse Effect; (viD) there are not any pendingno pending (for which notice has been provided to the Company or Seller), or, to the knowledge of Interbrew and LabattSeller, threatened, charges against Labatt the Company or any of the Labatt Subsidiaries or any of their current or former employees employee of the Company before the Equal Employment Opportunity Commission or any Governmental Entity state or local agency responsible for the prevention of unlawful employment practices; (vii) none practices as to which there is a reasonable possibility of Interbrewadverse determination and that, Mergeco and Labatt and its subsidiaries has received written communication during the past five years of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries and, to the knowledge of Interbrew and Labatt, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii)if so determined, individually or in the aggregate, could reasonably be expected to have a Seller Material Adverse Effect; (E) the Company has not, during the five-year period immediately preceding the date of this Agreement, effectuated (I) a "plant closing" (as are defined in the Worker Adjustment Retraining Notification Act of 1988 (the "WARN Act")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or (II) a "mass layoff" (as defined in the WARN Act) affecting any size of employment or facility of the Company, other than, in any such case, in connection with the transactions contemplated by this Agreement; and (F) the Company has not and would not reasonably likely been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to be material trigger application of any state or local law similar to the conduct provisions of the business of Labatt WARN Act referred to in the immediately preceding clauses (E)(I) and (E)(II), other than, in any such case, in connection with the Labatt Subsidiariestransactions contemplated by this Agreement.

Employee and Labor Matters. (a) Except as set -------------------------- forth in Schedule 4.183.16(a), as of November 16, 1999: (i) there is not any, and during the past five two years there has not been any, labor strike, material dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge Knowledge of Interbrew and LabattLyondell, threatened, against or affecting Labatt or any Labatt Subsidiarythe Polyols Business; (ii) to the knowledge Knowledge of Interbrew and LabattLyondell, no union organizational campaign is in progress with respect to the employees of Labatt or any Labatt Subsidiary the Polyols Business and no question or dispute concerning representation by a union of such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a union; (iii) to the Knowledge of Lyondell, neither Labatt Lyondell nor any Labatt Subsidiary the Lyondell Selling Subsidiaries is engaged in any unfair labor practicepractice in connection with the conduct of the Polyols Business; (iv) there are not any unfair labor practice charges or complaints against Labatt Lyondell or any of the Labatt Lyondell Selling Subsidiaries pending, or, to the knowledge Knowledge of Interbrew and LabattLyondell, threatened, before a labor relations board the National Labor Relations Board or other tribunalany similar institution in any country outside the United States in connection with the conduct of the Polyols Business; (v) there are not any pending, or, to the knowledge Knowledge of Interbrew and LabattLyondell, threatened, union or works council grievances against Labatt Lyondell or any Labatt Subsidiary the Lyondell Selling Subsidiaries in connection with the conduct of the Polyols Business as to which there is a reasonable possibility of an adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or have a Labatt SubsidiaryPolyols Business Material Adverse Effect; (vi) there are not any pending, or, to the knowledge Knowledge of Interbrew and LabattLyondell, threatened, charges against Labatt or any in connection with the conduct of the Labatt Polyols Business against Lyondell or the Lyondell Selling Subsidiaries or any of their current or former employees employee of the Polyols Business before the Equal Employment Opportunity Commission or any Governmental Entity state or local agency (domestic or foreign) responsible for the prevention of unlawful employment employ- ment practices, except for those matters that if adversely determined could not reasonably be expected to result, individually or in the aggregate, in a Polyols Business Material Adverse Effect; and (vii) none neither Lyondell nor any of Interbrew, Mergeco and Labatt and its subsidiaries the Lyondell Selling Subsidiaries has received written communication during the past five years notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries Polyols Business and, to the knowledge Knowledge of Interbrew and LabattLyondell, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries.

Employee and Labor Matters. Except as set forth in Schedule 4.18: (i) there is not any, and during the past five years there has not been any, labor strike, dispute, work stoppage, work disruption or lockout pending, or, to the knowledge of Interbrew and Labatt, threatened, against or affecting Labatt or any Labatt Subsidiary; (ii) to the knowledge of Interbrew and Labatt, no union organizational campaign is in progress with respect to the employees of Labatt or any Labatt Subsidiary and no question or dispute concerning representation by a union of such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a union; (iii) neither Labatt nor any Labatt Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against Labatt or any of the Labatt Subsidiaries pending, or, to the knowledge of Interbrew and Labatt, threatened, before a labor relations board or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt Subsidiary; (vi) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, charges against Labatt or any of the Labatt Subsidiaries or any of their current or former employees before any Governmental Entity responsible for the prevention of unlawful employment practices; (vii) none of Interbrew, Mergeco and Labatt and its subsidiaries has received written communication during the past five years of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries and, to the knowledge of Interbrew and Labatt, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries.and

Employee and Labor Matters. (a) Except as set forth in on Schedule 4.18: 2.22(a): (i) there is not any, and during the past five years twelve months there has not been any, labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, threatened, threatened against Southport or affecting Labatt or any Labatt its Subsidiary; (ii) no employees of Southport are currently represented by a union; (iii) to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, no union organizational campaign is in progress with respect to the employees of Labatt Southport or any Labatt its Subsidiary and no question or dispute concerning representation by a union of exists respecting such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a unionemployees; (iiiiv) neither Labatt Southport nor any Labatt its Subsidiary is engaged in any unfair labor practice or action that could reasonably be expected to constitute an unfair labor practice; (ivv) there are not not, to the knowledge of any Shareholder or Southport or its Subsidiary, any unfair labor practice charges or complaints against Labatt Southport or any of its Subsidiary, threatened or pending before the Labatt Subsidiaries pending, or, to the knowledge of Interbrew and Labatt, threatened, before a labor relations board or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt SubsidiaryNational Labor Relations Board; (vi) there are not any no pending, oror to the knowledge of any Shareholder or Southport or its Subsidiary, threatened union grievances against Southport or its Subsidiary; (vii) there are not, to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, threatened, any pending or threatened charges against Labatt Southport or its Subsidiary or any current employee of Southport or its Subsidiary before the Labatt Subsidiaries Equal Employment Opportunity Commission or any of their current state or former employees before any Governmental Entity local agency responsible for the prevention of unlawful employment practicespractices or unlawful discrimination practices or discrimination on the basis of disability; (viiviii) none of Interbrew, Mergeco and Labatt Southport and its subsidiaries Subsidiary are, to the knowledge of any Shareholder and Southport and its Subsidiary, in compliance with the regulations under the Occupational Safety and Health Act (OSHA); and (ix) neither Southport nor its Subsidiary has received written communication or oral notice during the past five years twelve months of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries and, to the knowledge of Interbrew any Shareholder, Southport and Labatt, no such investigation is in progress; (viii) all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries.Subsidiary,

Employee and Labor Matters. (a) Except as set forth in on Schedule 4.18: 4.22(a): (i) there is not any, and during the past five years twelve months there has not been any, labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge of Interbrew and LabattUnifab's Knowledge, threatened, threatened against or affecting Labatt Unifab or any Labatt Subsidiaryof its Subsidiaries; (ii) no employees of Unifab are currently represented by a union; (iii) to the knowledge of Interbrew and LabattUnifab's Knowledge, no union organizational campaign is in progress with respect to the employees of Labatt Unifab or any Labatt Subsidiary of its Subsidiaries and no question or dispute concerning representation by a union of exists respecting such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a unionemployees; (iiiiv) neither Labatt Unifab nor any Labatt Subsidiary of its Subsidiaries is engaged in any unfair labor practice or action that could reasonably be expected to constitute an unfair labor practice; (ivv) there are not not, to Unifab's Knowledge, any unfair labor practice charges or complaints against Labatt Unifab or any of its Subsidiaries, threatened or pending before the Labatt Subsidiaries pending, or, to the knowledge of Interbrew and Labatt, threatened, before a labor relations board or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt SubsidiaryNational Labor Relations Board; (vi) there are not any no pending, oror to Unifab's Knowledge, to the knowledge of Interbrew and Labatt, threatened, charges threatened union grievances against Labatt Unifab or any of the Labatt its Subsidiaries; (vii) there are not, to Unifab's Knowledge, any pending or threatened charges against Unifab or any of its Subsidiaries or any current employee of their current Unifab or former employees any of its Subsidiaries before the Equal Employment Opportunity Commission or any Governmental Entity state or local agency responsible for the prevention of unlawful employment practicespractices or unlawful discrimination practices or discrimination on the basis of disability; (viiviii) none of Interbrew, Mergeco and Labatt Unifab and its subsidiaries Subsidiaries are, to Unifab's Knowledge, in compliance with the regulations under the Occupational Safety and Health Act (OSHA); and (ix) neither Unifab nor any of its Subsidiaries has received written communication or oral notice during the past five years twelve months of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries Unifab and, to the knowledge of Interbrew and LabattUnifab's Knowledge, no such investigation is in progress; (viii. Schedule 4.22(a) contains a complete and accurate list of all current assessments under applicable workers' compensation legislation have been paid or accrued by Labatt or any Labatt labor arbitration and unfair labor practice charges, if any, between Unifab and each Subsidiary and such entities have not been and are not subject to any special or penalty assessment under such legislation which has not been paid, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt thereof and the Labatt Subsidiariesemployees of all of them, that occurred at any time since January 1, 1999.

Employee and Labor Matters. (a) Except as set forth in on Schedule 4.18: 2.22(a): (i) there is not any, and during the past five years twelve months there has not been any, labor strike, dispute, work stoppage, work disruption stoppage or lockout pending, or, to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, threatened, threatened against Southport or affecting Labatt or any Labatt its Subsidiary; (ii) no employees of Southport are currently represented by a union; (iii) to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, no union organizational campaign is in progress with respect to the employees of Labatt Southport or any Labatt its Subsidiary and no question or dispute concerning representation by a union of exists respecting such employees exists, including any pending or, to the knowledge of Interbrew and Labatt, threatened applications for certification of a unionemployees; (iiiiv) neither Labatt Southport nor any Labatt its Subsidiary is engaged in any unfair labor practice or action that could reasonably be expected to constitute an unfair labor practice; (ivv) there are not not, to the knowledge of any Shareholder or Southport or its Subsidiary, any unfair labor practice charges or complaints against Labatt Southport or any of its Subsidiary, threatened or pending before the Labatt Subsidiaries pending, or, to the knowledge of Interbrew and Labatt, threatened, before a labor relations board or other tribunal; (v) there are not any pending, or, to the knowledge of Interbrew and Labatt, threatened, union grievances against Labatt or any Labatt Subsidiary as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, could reasonably be expected to result in material liability to Labatt or a Labatt SubsidiaryNational Labor Relations Board; (vi) there are not any no pending, oror to the knowledge of any Shareholder or Southport or its Subsidiary, threatened union grievances against Southport or its Subsidiary; (vii) there are not, to the knowledge of Interbrew and Labattany Shareholder or Southport or its Subsidiary, threatened, any pending or threatened charges against Labatt Southport or its Subsidiary or any current employee of Southport or its Subsidiary before the Labatt Subsidiaries Equal Employment Opportunity Commission or any of their current state or former employees before any Governmental Entity local agency responsible for the prevention of unlawful employment practicespractices or unlawful discrimination practices or discrimination on the basis of disability; (viiviii) none of Interbrew, Mergeco and Labatt Southport and its subsidiaries Subsidiary are, to the knowledge of any Shareholder and Southport and its Subsidiary, in compliance with the regulations under the Occupational Safety and Health Act (OSHA); and (ix) neither Southport nor its Subsidiary has received written communication or oral notice during the past five years twelve months of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Labatt or any of the Labatt Subsidiaries and, to the knowledge of Interbrew any Shareholder, Southport and Labattits Subsidiary, no such investigation is in progress; (viii. Schedule 2.22(a) contains a complete and accurate list of all current assessments under applicable workers' compensation legislation have been paid labor arbitration and unfair labor practice charges, if any, between Southport or accrued by Labatt or any Labatt its Subsidiary and such entities have not been and are not subject to the employees or either of them, that occurred at any special or penalty assessment under such legislation which has not been paidtime since January 1, and (ix) none of Labatt or the Labatt Subsidiaries has entered into any covenant or undertaking with any Governmental Entity restricting the right of Labatt or any Labatt Subsidiary to terminate the employment of its employees, except, in the case of each of clauses (iii), (iv), (v), (vi) and (vii), individually or in the aggregate, as are not and would not reasonably likely to be material to the conduct of the business of Labatt and the Labatt Subsidiaries1994.