Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each of the Company and its Subsidiaries is in substantial compliance with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or to the best knowledge of the Company and the Sellers threatened against or involving the Company or any of its Subsidiaries; (iv) to the best knowledge of the Company and the Sellers no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) to the best knowledge of the Company and the Sellers no grievance which might have a material adverse effect on the Condition of the Company and its Subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to the best knowledge of the Company, there will not be any change in relations with employees of the Company or any of its Subsidiaries as a result of the Transactions that could have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 3.12, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Purchase or Exchange.
Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not engaged in any unfair labor practice as determined by the National Labor Relations Board ("NLRB"); (ii) no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no material grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending or, to the Knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations; (v) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Knowledge of the Company, threatened against the Company or any such Subsidiary; (vi) no wage and hour department investigation has been made of the Company or any of its Subsidiaries; (vii) the Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder; and (viii) there has been no "mass layoff" or "plant closing" by the Company as defined in the Federal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, or any other mass layoff or plant closing ---- that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date.
Employment Relations and Agreements. 25 Section 4.12 Taxes...................................................26 (a) Tax Returns...............................................26 (b)
Employment Relations and Agreements. 14 Section 3.13 Taxes...........................................................15 Section 3.14 Liabilities.....................................................17 Section 3.15 Intellectual Property...........................................17 Section 3.16
Employment Relations and Agreements. Except as could not reasonably be expected to have a Material Adverse Effect or a Performance Material Adverse Effect on the Company, (i) each of the Company and its Subsidiaries is in compliance with all federal, foreign, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage or dispute actually pending or, to the best knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries is experiencing or has experienced during the immediately preceding three (3) years any labor strike, slowdown, stoppage or dispute and (vi) there has been no "mass layoff" or "plant closing" by the Company as defined in WARN or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date.
Employment Relations and Agreements. Except as set forth in Section 2.01(m) of the Company Disclosure Letter or as would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole, (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (iii) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement; and (v) neither the Company nor any of its Subsidiaries has experienced any labor difficulty during the last year. Except as disclosed in Section 2.01(m) of the Company Disclosure Letter, there exist no employment, consulting, severance, indemnification agreements or deferred compensation agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Merger.
Employment Relations and Agreements. 18 (l) Taxes ....................................................... 18 (m) Liabilities...................................................... 20 (i) 3
Employment Relations and Agreements. Except as would not result in a Material Adverse Change with respect to the Purchaser, (i) each of the Purchaser and its Subsidiaries is in compliance in all material respects with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) as of the date of this Agreement, there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Purchaser or its Subsidiaries, threatened against or involving the Purchaser or any of its Subsidiaries; (iii) no collective bargaining agreement is being negotiated as of the date of this Agreement by the Purchaser or any of its Subsidiaries; and (iv) the Purchaser and its Subsidiaries taken as a whole have not experienced any material labor difficulty during the last three years.
Employment Relations and Agreements. (a) (i) Each of the Company and its Subsidiaries is in compliance with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) there is no labor strike, dispute, slowdown or stoppage pending or, to the best knowledge of the Company or its Subsidiaries, threatened against or involving the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, and no collective bargaining agreement is being negotiated as of the date of this Agreement by the Company or any of its Subsidiaries; and (iv) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years.
Employment Relations and Agreements. (i) Each of the Company and the
