definiens: or as defined in the Worker Adjustment and Retraining Notification Act ( the ) or any similarLaw affecting any site of employment of the Company or any of its Subsidiaries or one or more facilities or operatingunits within any site of employment or facility of the Company or any of its Subsidiaries, and, during the ninety ( 90)-day period preceding the date hereof, no employee has suffered an as defined in the WARN Act, with respect to the Company or any of its Subsidiaries ; ( x ) the Company and its Subsidiaries have properly classifiedtheir respective employees as exempt or non - exempt under the Fair Labor Standards Act, as amended, its state lawequivalents, and all other relevant Laws ; and ( xi ) there are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or actions against the Company or its Subsidiaries under any workers’compensation policy or long - term disability policy