Common use of Employment Relations and Agreements Clause in Contracts

Employment Relations and Agreements. (i) Each of 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 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 threatened against or involving Terremark or any of its Subsidiaries; (iv) no representation question exists respecting the employees of Terremark or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect on Terremark and its Subsidiaries 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 Terremark or any of its Subsidiaries; and (vii) neither Terremark nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to Terremark's knowledge, there will not be, any change in relations with employees of Terremark or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on Terremark. There exist no employment, consulting, severance or indemnification agreements between Terremark and any director, officer or employee of Terremark or any agreement that would give any Person the right to receive any payment from the Company as a result of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Amtec Inc), Agreement and Plan of Merger (Terremark Worldwide Inc), Agreement and Plan of Merger (Communications Investors Group)

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Employment Relations and Agreements. To TIL's knowledge, (i) Each of Terremark and its Subsidiaries TIL ----------------------------------- is in substantial compliance and has at all times complied in all material respects 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 Terremark or any of its Subsidiaries TIL is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to the knowledge of TIL, threatened against or involving Terremark or any of its SubsidiariesTIL; (iv) no representation question exists respecting the employees of Terremark or any of its SubsidiariesTIL; (v) no grievance which might have a Material Adverse Effect on Terremark and its Subsidiaries TIL taken as a whole or the conduct of their respective businesses its business 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 Terremark or any of its SubsidiariesTIL; and (vii) neither Terremark nor any of its Subsidiaries TIL has not experienced any material labor difficulty during difficulty; and (viii) no "plant closing" or "mass layoff" within the last three yearsmeaning of the Worker Adjustment and Retraining Notification Act has occurred with respect to TIL. There To the knowledge of TIL, there has not been, and to Terremark's knowledgeand, there will not beis no reason to anticipate, any change in relations with employees of Terremark or any of its Subsidiaries TIL as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on TerremarkTIL. There exist Except as disclosed in this Agreement, TIL has no knowledge of any employment, consulting, severance or indemnification agreements between Terremark TIL and any director, officer officer, employee or employee agent of Terremark TIL or any agreement that would give any Person person or entity the right to receive any payment from the Company TIL as a result of the Merger. Except as disclosed in this Agreement, TIL has no knowledge of any limitation on the Surviving Corporation's right to discharge any employee of TIL following the Closing or which would entitle any such discharged employee to receive compensation from CSH on account of such discharge except for federal or state laws restricting discharge on account of race, religion, country of origin, sex, sexual orientation, age, disability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Careside Inc)

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Employment Relations and Agreements. (i) Each of Terremark 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 Terremark 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 threatened against or involving Terremark the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of Terremark the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect on Terremark the Company and its Subsidiaries 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 Terremark the Company or any of its Subsidiaries; and (vii) neither Terremark the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to Terremarkthe Company's knowledge, there will not be, any change in relations with employees of Terremark the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on Terremarkthe Company. There Except as disclosed in Schedule 2.2(n) attached hereto, there exist no employment, consulting, severance or indemnification agreements between Terremark the Company and any director, officer or employee of Terremark the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the MergerMerger Agreement Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amtec Inc)

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