Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) Each of the Company and each Company Subsidiary is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any respect that would have a Company Material Adverse Effect with the respective business activities of the Company or any Company Subsidiary. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or has applied to represent such employees or is attempting to organize so as to represent such employees. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long-term disability. Except as set forth on Schedule 4.11 of the Company Disclosure Schedule, there are no material controversies pending or, to the Knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any Company Subsidiary has given notice, nor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Section 3.11.1 Each of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any respect that would reasonably be expected to have a Company Material Adverse Effect with the respective business activities of the Company or any Company SubsidiaryEffect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There are is no material pending claims charge or complaint against the Company or any Company Subsidiary under by the National Labor Relations Board or any workers’ compensation plan comparable state or policy foreign agency pending or, to the knowledge of the Company, threatened, except where such charge or for long-term disabilitycomplaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 4.11 None of the Company Disclosure Scheduleor any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company's knowledge, there are no material controversies pending or, to the Knowledge of the Company, or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledge's knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. No To the Company's knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice, nor is the Company otherwise aware, notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (aExcept as disclosed in Section 3.1(m) Each of the Company Disclosure Schedule, each of the Company and each Company Subsidiary its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none None of the Company or any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge of the Company, threatened which may interfere in any respect that would reasonably be expected to have a Company Material Adverse Effect with on the respective business activities of the Company or any Company SubsidiaryCompany. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary of its Subsidiaries or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long-term disability. Except as set forth on Schedule 4.11 disclosed in Section 3.1(m) of the Company Disclosure Schedule, there are is no material controversies charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Knowledge knowledge of the Company, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. None of the Company or any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, to the Company’s knowledge, there are no controversies pending or threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, except for such controversies which are not reasonably likely to have a Material Adverse Effect on the Company. To the Company’s Knowledgeknowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others, except for such violations which are not reasonably likely to have a Material Adverse Effect of the Company. No To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries has given notice, nor is the Company otherwise aware, notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Each of the Company and each Subsidiary of the Company Subsidiary is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other governmentally mandated benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 4.11(ain Section 3.15(a) of the Company Disclosure ScheduleLetter, none of the Company or any Subsidiary of the Company Subsidiary is a party to any collective bargaining or other labor union contract contract, agreement or other instrument applicable to persons Persons employed by the Company or any Company SubsidiarySubsidiary of the Company, and no collective bargaining agreement or other labor union contract contract, agreement or other instrument is being negotiated by the Company or any Company SubsidiarySubsidiary of the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Subsidiary of the Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any material respect that would have a Company Material Adverse Effect with the respective business activities of the Company or any Company SubsidiarySubsidiary of the Company. No To the knowledge of the Company, no labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any Subsidiary of the Company Subsidiary or has applied to represent such employees or is attempting to organize so as to represent such employees. None of the Company or any Subsidiary of the Company has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Subsidiary of the Company, and there is no charge or complaint against the Company or any Subsidiary of the Company by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Each of the Company and each Subsidiary of the Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Subsidiary of the Company Subsidiary under any workers’ ' compensation plan or policy or for long-long term disability. Except as set forth on Schedule 4.11 in Section 3.15(a) of the Company Disclosure ScheduleLetter, there are no material controversies pending or, to the Knowledge knowledge of the Company, threatened, between the Company or any Subsidiary of the Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledge's knowledge, no employee of the Company or any Subsidiary of the Company Subsidiary is in any material respect in violation of any term of any employment contract, agreement or other instrument, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such any Subsidiary of the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No key employee of the Company or any Subsidiary of the Company Subsidiary has given notice, nor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or such Company Subsidiaryany Subsidiary of the Company.

Labor and Other Employment Matters. (a) Each of the Company and each Subsidiary of the Company Subsidiary is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other governmentally mandated benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 4.11(ain Section 3.15(a) of the Company Disclosure ScheduleLetter, none of the Company or any Subsidiary of the Company Subsidiary is a party to any collective bargaining or other labor union contract contract, agreement or other instrument applicable to persons Persons employed by the Company or any Company SubsidiarySubsidiary of the Company, and no collective bargaining agreement or other labor union contract contract, agreement or other instrument is being negotiated by the Company or any Company SubsidiarySubsidiary of the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Subsidiary of the Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any material respect that would have a Company Material Adverse Effect with the respective business activities of the Company or any Company SubsidiarySubsidiary of the Company. No To the knowledge of the Company, no labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any Subsidiary of the Company Subsidiary or has applied to represent such employees or is attempting to organize so as to represent such employees. None of the Company or any Subsidiary of the Company has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Subsidiary of the Company, and there is no charge or complaint against the Company or any Subsidiary of the Company by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. None of the Company or any Subsidiary of the Company is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Each of the Company and each Subsidiary of the Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against the Company or any Subsidiary of the Company Subsidiary under any workers’ compensation plan or policy or for long-long term disability. Except as set forth on Schedule 4.11 in Section 3.15(a) of the Company Disclosure ScheduleLetter, there are no material controversies pending or, to the Knowledge knowledge of the Company, threatened, between the Company or any Subsidiary of the Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledgeknowledge, no employee of the Company or any Subsidiary of the Company Subsidiary is in any material respect in violation of any term of any employment contract, agreement or other instrument, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such any Subsidiary of the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No key employee of the Company or any Subsidiary of the Company Subsidiary has given notice, nor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or such Company Subsidiaryany Subsidiary of the Company.

Labor and Other Employment Matters. (a) Each Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each collective bargaining agreement, collective labor agreement, agreement with any works council, or labor contract which the Company or any of the Company Subsidiaries is a party to or bound by (including, but not limited to extension orders except those generally applicable to all employers in Israel) (each a “Company Labor Agreement”). No labor union, labor organization, trade union, staff association, works council, or group of employees of the Company or any of the Company Subsidiaries has made a pending demand for recognition or certification or, to the Knowledge of the Company, is or since January 1, 2014 has been engaged in any other organizing activities involving employees of the Company or any of the Company Subsidiaries. There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Neither the Company nor any Company Subsidiary is has engaged in compliance any material unfair labor practice with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings and wages and hours, except such non-compliance as would not reasonably be expected respect to have a Company Material Adverse Effect. None any employees of the Company or any Company Subsidiary since January 1, 2014, and there is liable for any payment to any trust no material unfair labor practice complaint or grievance or other fund administrative or judicial complaint, action or investigation pending or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries by the National Labor Relations Board or any other Governmental Entity, Entity with respect to unemployment compensation benefitsService Providers. There is no labor strike, social security dispute, lockout, slowdown or other benefits or obligations for employees (other than routine payments stoppage pending or, to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) Knowledge of the Company Disclosure ScheduleCompany, none of threatened against or affecting the Company or any Company Subsidiary which is a party reasonably likely to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may materially interfere in any respect that would have a Company Material Adverse Effect with the respective business activities of the Company or any of the Company SubsidiarySubsidiaries and no such matters have occurred since January 1, 2014. With respect to the transactions contemplated by this Agreement, each of the Company and the Company Subsidiaries has or prior to the Closing will have satisfied all notice, consultation, information, bargaining and other obligations it owes to Service Providers or their representatives under any applicable Company Labor Agreement or Law. No labor union union, labor organization, works council or similar employee representative is required to consent to the transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary is or, since January 1, 2014, was ever a member of any employers’ association or organization and no employers’ association or organization, since January 1, 2014, has otherwise been certified to represent made any persons employed by demand for payment of any kind from the Company or any Company Subsidiary or has applied to represent such employees or is attempting to organize so as to represent such employees. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long-term disability. Except as set forth on Schedule 4.11 of the Company Disclosure Schedule, there are no material controversies pending or, to the Knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s Knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any Company Subsidiary has given notice, nor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (aExcept as disclosed in Section 3.1(m) Each of the Company Disclosure Schedule, each of the Company and each Company Subsidiary its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none None of the Company or any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge of the Company, threatened which may interfere in any respect that would reasonably be expected to have a Company Material Adverse Effect with on the respective business activities of the Company or any Company SubsidiaryCompany. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary of its Subsidiaries or to the Company's knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There are no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long-term disability. Except as set forth on Schedule 4.11 disclosed in Section 3.1(m) of the Company Disclosure Schedule, there are is no material controversies charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Knowledge knowledge of the Company, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. None of the Company or any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. Except as disclosed in Section 3.1(m) of the Company Disclosure Schedule, to the Company's knowledge, there are no controversies pending or threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, except for such controversies which are not reasonably likely to have a Material Adverse Effect on the Company. To the Company’s Knowledge's knowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others, except for such violations which are not reasonably likely to have a Material Adverse Effect of the Company. No To the Company's knowledge, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries has given notice, nor is the Company otherwise aware, notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Each To the Knowledge of the Company, each of the Company and each Company Subsidiary of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings closings, and wages and hours, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice). Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, none None of the Company or any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons Persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and and, as of the date hereof, no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There As of the date hereof, there is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened which may interfere in any respect that would have a Company Material Adverse Effect with on the respective business activities of the Company or any Company SubsidiaryCompany. No labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company or any Company Subsidiary or of its Subsidiaries or, as of the date hereof, has applied to represent such employees or is attempting to organize so as to represent such employees. There are None of the Company, any of the Company's Subsidiaries or their respective employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any of its Subsidiaries, and there is no material pending claims charge or complaint against the Company or any Company Subsidiary under of its Subsidiaries by the National Labor Relations Board or any workers’ compensation plan comparable state or policy or for long-term disability. Except as set forth on Schedule 4.11 foreign agency pending or, to the Knowledge of the Company Disclosure ScheduleCompany, there threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. There are no material controversies pending or, to the Knowledge of the Company, threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Knowledge of the Company’s Knowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, noncompetition non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No As of the date hereof, no employee at the level of director or above of the Company or any Company Subsidiary of its Subsidiaries has given notice, nor is the Company otherwise aware, that such employee intends to terminate written notice terminating his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.