Common use of Collective Bargaining; Labor Disputes; Compliance Clause in Contracts

Collective Bargaining; Labor Disputes; Compliance. There are no collective bargaining agreements to which the Company or any of the Company Subsidiaries is a party or under which it is bound. The employees of the Company and the Company Subsidiaries are not represented by any unions. Neither the Company nor any of the Company Subsidiaries is currently, nor has been during the past three years, the subject of any union organizing drive. Neither the Company nor any of the Company Subsidiaries is currently, nor has been during the past five years, the subject of any strike, dispute, walk-out, work stoppage, slow down or lockout involving the Company or any of the Company Subsidiaries nor, to the knowledge of the Responsible Executive Officers after due inquiry, is any such activity threatened. Each of the Company and each Company Subsidiary has substantially complied with all Laws relating to the employment and safety of labor, including the National Labor Relations Act and other provisions relating to wages, hours, benefits, collective bargaining and all applicable occupational safety and health acts and Laws. Neither the Company nor any Company Subsidiary has engaged in any unfair labor practice or discriminated on the basis of race, age, sex, disability or otherwise in its employment conditions or practices with respect to its employees in a manner which is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company. No action, suit, complaint, charge, grievance, arbitration, employee proceeding or investigation by or before any court, governmental entity, administrative agency or commission, brought by or on behalf of any employee, prospective employee, former employee, retired employee, labor organization or other representative of the Company's employees is pending or, to the knowledge of the Responsible Executive Officers after due inquiry, threatened against the Company except as disclosed in Schedule 3.14 to the Company Disclosure Letter. The Company is not a party to or otherwise bound by any consent decree with or citation by any government entity relating to the Company's employees or employment practices relating to the Company's employees. The Company is in compliance with its obligations with respect to the Company's employees pursuant to the Worker Adjustment and Retraining Notification Act of 1988, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise.

Collective Bargaining; Labor Disputes; Compliance. There are no Except as ------------------------------------------------- disclosed in Section 3.12 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is a party to any collective bargaining agreements agreement, or any contract with any union or other labor organization relating to which the any of its employees. Neither Company or nor any of the Company Subsidiaries is a party currently, nor has been during the last three years, the subject of any certification or under which it decertification drive and to the Knowledge of Company, no such organizing activity is bound. The employees of the Company and the Company Subsidiaries are not represented by any unionsthreatened. Neither the Company nor any of the Company Subsidiaries is currently, nor has been during the past three years, the subject of any union organizing drive. Neither the Company nor any of the Company Subsidiaries is currently, nor has been during the past five years, the subject of any strike, dispute, walk-out, strike or work stoppage, slow down stoppage or lockout involving the work slowdown relating to Company or any of the Company Subsidiaries nor, to the knowledge Knowledge of the Responsible Executive Officers after due inquiryCompany, is any such activity threatened. Each of the Company and each Company Subsidiary has substantially complied in all material respects with all Laws laws relating to the employment and safety of labor, including the National Labor Relations Act and other provisions relating to wages, hours, benefits, collective bargaining bargaining, discrimination, the payment of social security and other payroll expenses, and all applicable occupational safety and health acts acts, laws and Lawsregulations. Neither the Company nor any Company Subsidiary has engaged any written or oral contracts of employment with any employees, other than (i) oral agreements terminable at will without penalty or (ii) those listed in any unfair labor practice or discriminated on the basis Section 3.10 of race, age, sex, disability or otherwise in its employment conditions or practices with respect to its employees in a manner which is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company. No action, suit, complaint, charge, grievance, arbitration, employee proceeding or investigation by or before any court, governmental entity, administrative agency or commission, brought by or on behalf of any employee, prospective employee, former employee, retired employee, labor organization or other representative of the Company's employees is pending or, to the knowledge of the Responsible Executive Officers after due inquiry, threatened against the Company except as disclosed in Schedule 3.14 to the Company Disclosure LetterSchedule. The Except as provided in Section 3.12 of the Company Disclosure Schedule, no union or other collective bargaining representative claims to represent, has been certified as representing or has requested that Company or any Company Subsidiary recognize such union or collective bargaining representative as representing any of the employees of Company or any Company Subsidiary for collective bargaining purposes. Neither Company nor any Company Subsidiary has recognized or agreed to recognize or is not a party required to recognize any union as the collective bargaining representative for any of its employees. Neither Company nor any Company Subsidiary is subject to any investigation or otherwise bound by any consent decree with or citation by any government entity other challenge relating to the Company's misclassification of employees or employment practices relating as independent contractors. Neither the Company nor any Company Subsidiary is required to the Company's employees. The Company is in compliance comply with its obligations with respect to the Company's employees pursuant to the Worker Adjustment and Retraining Notification Act of 1988, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisegovernment contractor affirmative action obligation.

Collective Bargaining; Labor Disputes; Compliance. There are no collective bargaining agreements to which the Company or any of the Company its Subsidiaries is a party or under which it is bound. The employees of the Company and the Company its Subsidiaries are not represented by any unions. Neither the Company nor any of the Company its Subsidiaries is currently, nor has been during the past three years, the subject of any union organizing campaign or drive. Neither the Company nor any of the Company its Subsidiaries is currently, nor has been during the past five years, the subject of any strike, dispute, walk-out, work stoppage, slow down or lockout involving the Company or any of the Company its Subsidiaries nor, to the knowledge of the Responsible Executive Officers Company after due inquiry, is any such activity threatened. Each Except as set forth on Section 3.26 of the Company Disclosure Schedule, there are no employment agreements, severance agreements or severance plans or other documents, arrangements or understandings (whether written or oral) requiring the payment (or setting aside) of any amounts or the providing of any benefits (or acceleration, continuation or modification thereof) to any of the Company’s or its Subsidiaries directors, officers or employees in the event of a termination of employment (with or without cause) or as a result of entering into this Agreement or the consummation of the transactions contemplated hereby. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each of the Company and each Company Subsidiary of its Subsidiaries has substantially complied with all Laws laws relating to the employment and safety of labor, including the National Labor Relations Act and other provisions relating to wages, hours, benefits, collective bargaining and all applicable occupational safety and health acts and Laws. Neither laws, (ii) neither the Company nor any Company Subsidiary of its Subsidiaries has engaged in any unfair labor practice or discriminated on the basis of race, age, sex, disability or otherwise any other protected category in its employment conditions or practices with respect to its employees in a manner which isemployees, individually customers or in the aggregatesuppliers, reasonably likely to have a Material Adverse Effect on the Company. No and (iii) no action, suit, complaint, charge, grievance, arbitration, employee proceeding or investigation by or before any court, governmental entity, administrative agency or commission, Governmental Entity brought by or on behalf of any employee, prospective employee, former employee, retired employee, labor organization or other representative of the Company's ’s and its Subsidiaries’ employees is pending or, to the knowledge of the Responsible Executive Officers Company after due inquiry, threatened against the Company or any of its Subsidiaries, except as disclosed in Schedule 3.14 to Section 3.26 of the Company Disclosure LetterSchedule. The Neither the Company nor any of its Subsidiaries is not a party to or otherwise bound by any consent decree with or citation by any government entity Governmental Entity relating to the Company's ’s or its Subsidiaries’ employees or employment practices relating to the Company's ’s or its Subsidiaries’ employees. The Company is and its Subsidiaries are and have been in compliance with its obligations with respect to the Company's employees pursuant to all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 19881988 (the “WARN Act”) and any similar foreign, state or local law relating to plant closings and all other notification layoffs. Except as set forth on Section 3.26 of the Company Disclosure Schedule, none of the employees of the Company and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseof its Subsidiaries has suffered an “employment loss” (as defined in the WARN Act) within the three month period prior to the date of this Agreement.

Collective Bargaining; Labor Disputes; Compliance. There are no collective bargaining agreements to which the Company or any of the Company its Subsidiaries is a party or under which it is bound. The employees No employee of the Company and the Company or its Subsidiaries are not is represented by any unionsa union. Neither the Company nor any of the Company its Subsidiaries is currently, nor has been during the past three years, the subject of any union organizing campaign or drive. Neither the Company nor any of the Company its Subsidiaries is currently, nor has been during the past five years, the subject of any strike, dispute, walk-out, work stoppage, slow down or lockout involving the Company or any of the Company its Subsidiaries nor, to the knowledge of the Responsible Executive Officers after due inquiryCompany, is any such activity threatened. Each Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each of the Company and each Company Subsidiary of its Subsidiaries has substantially complied with all Laws laws relating to the employment and safety of labor, including the National Labor Relations Act and other provisions relating to wages, hours, benefits, collective bargaining and all applicable occupational safety and health acts and Laws. Neither laws, (ii) neither the Company nor any Company Subsidiary of its Subsidiaries has engaged in any unfair labor practice or discriminated on the basis of race, age, sex, disability or otherwise any other protected category in its employment conditions or practices with respect to its employees in a manner which isemployees, individually customers or in the aggregatesuppliers, reasonably likely to have a Material Adverse Effect on the Company. No and (iii) no action, suit, complaint, charge, grievance, arbitration, employee proceeding or or, to the knowledge of the Company, investigation by or before any court, governmental entity, administrative agency or commission, Governmental Authority brought by or on behalf of any employee, prospective employee, former employee, retired employee, labor organization or other representative of the Company's ’s and its Subsidiaries’ employees is pending or, to the knowledge of the Responsible Executive Officers after due inquiryCompany, threatened against the Company except as disclosed in Schedule 3.14 to or any of its Subsidiaries. Neither the Company Disclosure Letter. The Company nor any of its Subsidiaries is not a party to or otherwise bound by any consent decree with or citation by any government entity Governmental Authority relating to the Company's ’s or its Subsidiaries’ employees or employment practices relating to the Company's ’s or its Subsidiaries’ employees. The Company is and its Subsidiaries are and have been in compliance in all material respects with its obligations with respect to the Company's employees pursuant to all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 19881988 (the “WARN Act”) and any similar foreign, state or local law relating to plant closings and all other notification layoffs. None of the employees of the Company and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseof its Subsidiaries has suffered an “employment loss” (as defined in the WARN Act) within the three month period prior to the date of this Agreement.