Common use of Employment Relations and Agreements Clause in Contracts

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. (i) Except as set forth on Schedule 3.12, to the best knowledge Each of the Company and the Sellers, each of the Company Terremark and its Subsidiaries is in substantial compliance with all foreign, 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 Terremark 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 Terremark 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 Terremark 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 Material Adverse Effect on the Condition of the Company Terremark 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 Terremark or any of its Subsidiaries; and (vii) neither the Company Terremark 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 CompanyTerremark's knowledge, there will not be be, any change in relations with employees of the Company Terremark or any of its Subsidiaries as a result of the Transactions that transactions contemplated by this Agreement which could have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeTerremark. Except as disclosed in Schedule 3.12, there There exist no employment, consulting, severance or indemnification agreements between the Company Terremark and any director, officer or employee of the Company Terremark or any agreement that would give any Person the right to receive any payment from the Company as a result of the Purchase or ExchangeMerger.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each Each of the Company and its Subsidiaries is in substantial compliance with all foreign, 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 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's knowledge, there will not be be, any change in relations with employees of the Company or any of its Subsidiaries as a result of the Transactions that transactions contemplated by this Agreement which could have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. Except as disclosed in Schedule 3.122.1(q) attached hereto, 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 ExchangeMerger.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each 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 CompanyCompany and the Sellers, 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. (ia) Except as set forth on Schedule 3.12in the Company Disclosure Letter, (i) to the best knowledge of Company's knowledge, the Company and the Sellers, each of the Company and its Subsidiaries is is, and at all times has been, in substantial 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, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint or charge against the Company or any of its Subsidiaries is pending or to the Company's knowledge is threatened before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or to the best Company's knowledge of the Company and the Sellers threatened against or involving the Company or any of its Subsidiaries, and since May 27, 1999, neither the Company nor any of its Subsidiaries has experienced any labor strike, dispute, slowdown or stoppage; (iv) to the best knowledge of the Company and the Sellers no representation question exists respecting and to the Company's knowledge there has been no effort to organize unorganized employees of the Company or any of its Subsidiaries; (v) to the best knowledge of neither the Company and the Sellers no grievance which might have a material adverse effect on the Condition nor any of the Company and its Subsidiaries as is a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under party to any collective bargaining agreement is pending agreement; 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 . (viib) Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not beenwritten, and or 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 3.12Subsidiaries, there exist no employment, consulting, severance or indemnification agreements between any binding oral employment agreement which is not terminable by the Company and any director, officer its Subsidiaries with payment or employee penalty of less than $20,000. Copies of all employment agreements and all amendments thereto were made available to Purchaser prior to the date hereof and all such employment agreements are listed on 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 ExchangeDisclosure Letter.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each 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 material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage material dispute actually pending or or, to the best knowledge of the Company and the Sellers Company, 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; and (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 SubsidiariesSubsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement; 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 3.12Section 3.01(k) of the Company Disclosure Letter or in the Commission Filings, there exist no employment, consulting, severance severance, indemnification agreements or indemnification 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 Purchase or Exchange.employee

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each 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 material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage material dispute actually pending or or, to the best knowledge of the Company and the Sellers Company, 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; and (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 SubsidiariesSubsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement; 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 3.12Section 3.01(k) of the Company Disclosure Letter or in the Commission Filings, there exist no employment, consulting, severance severance, indemnification agreements or indemnification 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 Purchase Offer or Exchangethe Merger.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.122.17 hereto, to the best knowledge of the Company and the Sellers, (i) each of the Company and its Subsidiaries is is, and at all times has been, in substantial compliance in all material respects with all federal, state or other applicable laws 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 or, to the best knowledge of the Company and the Sellers Company, 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 material 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 material 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 and its Subsidiaries has taken as a whole have not experienced any material labor difficulty during the last three years. There has not beenbeen and, and to the best knowledge of the Company, there will not be 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 transactions contemplated by this Agreement. Other than as contemplated by the Condition Purchaser Documents, neither the Company nor any of its Subsidiaries has any written, or to the knowledge of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 3.12Company, there exist no employmentany binding oral, consulting, employment or severance or indemnification agreements between the Company and agreement with 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 ExchangePerson.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each Each of the Company and its Subsidiaries is in substantial compliance with all foreign, 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 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's knowledge, there will not be be, any change in relations with employees of the Company or any of its Subsidiaries as a result of the Transactions that transactions contemplated by this Agreement which could have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. Except as disclosed in Schedule 3.122.2(n) attached hereto, 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 ExchangeMerger Agreement Closing.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge Each of the Company and the Sellers, each of the ----------------------------------- Company and its Subsidiaries is in substantial compliance with all federal, state or other applicable and local, and, to the best knowledge of the Company, foreign, laws respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, and occupational health and safety, and has not and is not engaged in any unfair labor practice; (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations BoardBoard or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the best knowledge of the Company and the Sellers Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no union or works council represents, claims to the best knowledge represent, or has represented any employees of the Company or any of its Subsidiaries 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 SubsidiariesSubsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement; and (viivi) 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 (vii) except as set forth on Schedule 4.11(vii) 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 3.12Disclosure Letter, there exist has been no employment, consulting, severance "mass layoff" 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 "plant closing" by the Company as a result of defined in the Purchase Federal Workers Adjustment Retraining and Notification Act ("WARN") or Exchangestate law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within one year prior to the Closing Date.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to To the best knowledge of the Company and the Principal Sellers, (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 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 to the best knowledge of the Company and the Principal Sellers 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 since the last three yearsdate of incorporation of the Company. There has is not been, now and to the best knowledge of the CompanyCompany and the Principal Sellers, 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 ExchangeMerger.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each Each of the Company and its Subsidiaries 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) to the Company's knowledge, no unfair labor practice complaint against the Company or any of its Subsidiaries subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to the best knowledge of the Company and the Sellers Company's knowledge, threatened against or involving the Company or any of its Subsidiariessubsidiaries; (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 Subsidiariessubsidiaries; (v) to the best knowledge of the Company and the Sellers Company's knowledge, no grievance which that might have a material adverse effect on the Condition of the Company and its Subsidiaries 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 in effect or being negotiated by the Company or any of its Subsidiariessubsidiaries; and (vii) neither the Company nor any of its Subsidiaries 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 be, any change in relations with employees of the Company or any of its Subsidiaries subsidiaries as a result of the Transactions transactions contemplated by this Agreement that could have a material adverse effect on the Condition of the Company and its Subsidiaries subsidiaries or the Surviving Corporation taken as a whole. Except as disclosed in Schedule 3.122.1(k) attached hereto (which schedule lists the maximum payment that could be owed), 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 ExchangeMerger.

Employment Relations and Agreements. (i) Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each 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 to the best knowledge of the Company and the Sellers 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 since the last three yearsdate of incorporation of the Company. There has is not been, now and to the best knowledge of the CompanyCompany and the Sellers, 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.