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.
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Samples: Agreement and Plan of Merger (Royal Ahold), Agreement and Plan of Merger (Us Foodservice/Md/)
Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission FilingsFilings and except for those matters which have not had, do not have and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, as of the date of this Agreement, (i) each of the Company and its Subsidiaries is in substantial 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 is not engaged in any unfair labor practice as determined by the National Labor Relations Board ("NLRB"); (ii) as of the date of this Agreement, 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) as of the date of this Agreement, there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) as of the date of this Agreement, no material representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) as of the date of this Agreement, 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 or has been a party to a collective bargaining agreement; (vi) as of the date of this Agreement, no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Knowledge of the Company's knowledge, is threatened with respect to the Company's or its Subsidiaries' operations; (vvii)) as of the date of this Agreement, 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's knowledge, currently threatened against the Company or any such Subsidiary; (viviii) as of the date of this Agreement, no wage and hour department investigation has been made of the Company or any of its SubsidiariesSubsidiaries is pending; (viiix) no occupational health and safety claims against the Company or any of its Subsidiaries is pending; (x) 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 thereunderthereunder (the "Immigration Laws"); and (viiixi) 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 earliest of the Closing Acceptance Date., Compulsory Completion Date, Scheme Effective Date and the termination of this Agreement pursuant to Section 8.1. As of the date of this Agreement, the Company and its Subsidiaries is not the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor, as of the date of this Agreement, have they been warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or, to the Company's knowledge, threatened. Except as set forth on Schedule 4.11 of the Company Disclosure Letter or the Completed Commission Filings, as of the date of this Agreement, 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
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Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission FilingsFilings and except for those matters which have not had, do not have and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, as of the date of this Agreement, (i) each of the Company and its Subsidiaries is in substantial 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 is not engaged in any unfair labor practice as determined by the National Labor Relations Board ("NLRB"); (ii) as of the date of this Agreement, 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) as of the date of this Agreement, there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) as of the date of this Agreement, no material representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) as of the date of this Agreement, 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 or has been a party to a collective bargaining agreement; (vi) as of the date of this Agreement, no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Knowledge of the Company's knowledge, is threatened with respect to the Company's or its Subsidiaries' operations; (vvii)) as of the date of this Agreement, 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's knowledge, currently threatened against the Company or any such Subsidiary; (viviii) as of the date of this Agreement, no wage and hour department investigation has been made of the Company or any of its SubsidiariesSubsidiaries is pending; (viiix) no occupational health and safety claims against the Company or any of its Subsidiaries is pending; (x) 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 thereunderthereunder (the "Immigration Laws"); and (viiixi) 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 earliest of the Closing Acceptance Date., Compulsory Completion Date, Scheme Effective Date and the termination of this Agreement pursuant to Section 8.1. As of the date of this Agreement, the Company and its Subsidiaries is not the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor, as of the date of this Agreement, have they been warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or, to the Company's knowledge, threatened. Except as set forth on Schedule 4.11 of the Company Disclosure Letter or the Completed Commission Filings, as of the date of this Agreement, there exist no employment,
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