Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (a) Schedule 4.9(a) sets forth a true, correct and complete list, as of the date set forth therein, of all Business Employees and the name of each Business Employee’s employer. The list described in the preceding sentence shows each such employee’s name, job title, hire date, work location, employer’s name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30, 2007. There are no loans or other obligations payable or owing by Seller or any of the Companies to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller or any of the Companies nor has Seller or any of the Companies guaranteed any of such individual’s respective loans or obligations. (b) With respect to the Business Employees and except as set forth in Schedule 4.9(b): (i) no Business Employees are represented by a union or other collective bargaining entity, (ii) there has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years, (iii) Seller has not received written notice of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and, to the Knowledge of Seller, no such charges are threatened, (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened, (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s Knowledge, no such investigation is threatened, and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c), neither Seller nor any of the Companies sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any Company, Seller or any ERISA Affiliate of a Company or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penalty.

Employee and Benefit Matters. (a) Schedule 4.9(a4.6(a) sets forth a true, correct and complete list, as of the date set forth therein, of all Business U.S. Employees and the name of each Business U.S. Employee’s employer. The list described in the preceding sentence shows each such employee’s name, job title, hire date, work location, employer’s name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30August 15, 20072005. There are no loans or other obligations payable or owing by Seller or any of the Companies RVEP to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller or any of the Companies RVEP nor has Seller or any of the Companies RVEP guaranteed any of such individual’s respective loans or obligations. (b) With respect to the Business U.S. Employees and except as set forth in Schedule 4.9(b):4.6(b), (i) no Business Employees none are represented by a union or other collective bargaining entity, (ii) there has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years, (iii) Seller has not received written notice of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and, to the Knowledge of Seller, no such charges are threatened, (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened, (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s Knowledge, no such investigation is threatened, and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c4.6 (c), neither Seller nor any of the Companies RVEP sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c4.6(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX Buyer copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any CompanyRVEP, Seller or any ERISA Affiliate of a Company RVEP or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, , (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penalty.

Employee and Benefit Matters. (a) Schedule 4.9(a) sets forth a true, correct and complete list, as of the date set forth therein, A list of all Business Employees and the name is set forth on Schedule 3.24(a), together with their employer of each Business Employee’s employer. The list described in the preceding sentence shows each such employee’s namerecord, job title, hire dateposition, work location, employer’s name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current annual base salary or base wages. There are no hourly rate, bonus eligibility, date of hire, years of service, full-time or part-time status, exempt or non-exempt status, union status (including union local) and leave status (type of leave, date leave began and expected return date), which list shall be updated as of five Business Employees principally employed in Days prior to the United StatesClosing. No changes in such base salary Company Entity has any employees or base wages for such has had any employees have been made, promised or authorized since June 30, 2007. There are no loans or other obligations payable or owing by Seller or any of during the Companies to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller or any of the Companies nor has Seller or any of the Companies guaranteed any of such individual’s respective loans or obligationspast five (5) years. (b) With respect to the Business Employees and except Except as set forth in disclosed on Schedule 4.9(b): 3.24(b), (i) no Business Employees are Employee is represented by a labor union or other collective bargaining entity, labor organization and (ii) there is no Collective Bargaining Agreement covering any Business Employees, and no such Collective Bargaining Agreement is being negotiated. In addition, except as disclosed on Schedule 3.24(b), during the past three years: (i) no petition has not occurredbeen filed or proceedings instituted by any labor union or other labor organization with any Governmental Authority seeking recognition as the bargaining representative of any Business Employee or group of Business Employees; (ii) no demand for recognition of Business Employees has been made by, noror on behalf of, any labor union or other labor organization; (iii) no strike, work stoppage, lockout, picketing, arbitration, material grievance or other material adverse labor event involving any Business Employees or any other current or former employees, applicants, or independent contractors providing or that have provided services to the Company or the Subsidiaries has occurred and, to Seller’s Knowledge has there been 's Knowledge, no such event is threatened, a ; (iv) no unfair labor strike, request for representation, work stoppage practice charge against Seller or lockout by any of its Affiliates involving any Business Employees in or any other current or former employees, applicants, or independent contractors providing or that have provided services to the past five years, Company or the Subsidiaries has been filed or is pending before the National Labor Relations Board or any other labor relations authority; (iiiv) Seller has not received written notice of any charges there is no pending or, to Seller's Knowledge, threatened legal action by or before any Governmental Authority responsible for the prevention of unlawful employment practices andwith respect to any Business Employees or any other current or former employees, applicants or independent contractors providing or that have provided services to the Knowledge Company or any of Seller, no such charges are threatened, (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened, (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s Knowledge, no such investigation is threatened, and Subsidiaries; (vi) no the Seller and its Affiliates are and have been in material compliance with all material Laws related to employment, employment practices, wages, hours, immigration, employment taxes and withholding, equal employment, prohibited discrimination, and other terms and conditions of employment (including affirmative action obligations, occupational health and safety and the classification and compensation of employees and independent contractors for purposes of the Fair Labor Standards Act and similar state Laws with respect to any Business Employees or any other current or former employees, applicants, or independent contractors providing or that have provided services to the Company or the Subsidiaries); and (vii) neither the Seller, any of its Affiliates, the Company nor any of the Subsidiaries or the Purchaser will incur any notice, information, consultation, consent of or similar obligations with respect to any labor union, works council or other employee group is required for, and no agreement restricts representative body in connection with the execution of this AgreementAgreement or the Transactions. To the Seller’s Knowledge, the consummation of the transaction contemplated herebythere is no effort currently being made or threatened by, or the closing on behalf of, any labor union or relocation of other labor organization to organize any facilityBusiness Employees. (c) Except as set forth in Schedule 4.9(c)There has been no action, neither Seller nor any of during the Companies sponsorpast three (3) years, maintain, contribute that would trigger notice or have an obligation to contribute other obligations to any Benefit PlanBusiness Employees under the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. Schedule 4.9(cor the regulations promulgated thereunder (the “WARN Act”) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such planssimilar Law. (d) With respect Except for such violations or failures as would not, individually or in the aggregate, materially affect the Company Entities or the Business, each Business Employee and each other common law employee, leased employee, consultant, partner or independent contractor who has provided services to the Company or any employee Subsidiary has been properly classified for all purposes (including for all tax, insurance, workers compensation and benefit plan eligibility purposes) and Seller and its Affiliates have paid and where required withheld all applicable taxes, insurance premiums and other amounts due and have timely made all appropriate filings in connection with services provided by such Persons. (within e) Schedule 3.24(e) contains a complete list of each Company Employee Plan. Neither the meaning Company nor any of Section 3(3) of ERISAits Subsidiaries sponsors, that is sponsored, maintained maintains or contributed contributes to, or has been sponsoredany liability with respect to, maintained or contributed to within six years prior to the date of this Agreement, by any Company, Seller Company Employee Plan or any ERISA Affiliate Controlled Group Pension Plan. None of the Company Employee Plans is a stand-alone plan maintained primarily for the benefit of Business Employees. There does not now exist, nor do any circumstances exist that could result in, any liability of the Company or Seller):any of its Subsidiaries following the Closing related to any Company Plan or any Controlled Group Pension Plan. Without limiting the generality of the foregoing, except, in the case of clauses (i) through (iii) below, for such violations or failures as would not, individually or in the aggregate, materially affect the Company Entities or the Business: (i) no neither the Company, any Subsidiary nor any ERISA Affiliate has any withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurredor any contingent withdrawal liability under Section 4204 of ERISA, to any Multiemployer Plan, which liability could become a liability of the Company, any Subsidiary or any ERISA Affiliate or impose any lien or encumbrance against any of the Company's, Subsidiary's or any ERISA Affiliate's assets, and the closing of the transactions contemplated by this Agreement will not cause or result in any such withdrawal liability has not been satisfied,(contingent or actual); (ii) no liability all contributions that the Company, any Subsidiary or any of its ERISA Affiliates are required to the have made to any Company Employee Plan, Pension Benefit Guaranty Corporation has Plan Multiemployer Plan have been incurred by any such entity, which liability has not been satisfied,timely made; and (iii) no accumulated funding deficiencyliability under Title IV of ERISA has been incurred or is expected to be incurred with respect to any Controlled Group Pension Plan (other than premiums or benefits incurred and paid when due), whether or not waived, nor has there been any “reportable event” within the meaning of Section 302 4043(c) of ERISA with respect to any such Controlled Group Pension Plan. (f) Except, in the case of any representation made in this Section 3.24(f), for such violations as would not, individually or in the aggregate, materially affect the Company Entities or the Business: (i) each Company Employee Plan has been, in all respects, administered in compliance with its terms and applicable Laws, including ERISA and the Code, as applicable; (ii) each Company Employee Plan that is intended to be “qualified” within the meaning of Section 412 401(a) of the Code has been incurred,received a favorable determination letter from the IRS for the most recent remedial amendment cycle or is entitled to rely upon a favorable opinion issued by the IRS for such cycle, and to Seller's Knowledge, there are no existing circumstances or any events that have occurred that could reasonably be expected to affect adversely the qualified status of any such Company Employee Plan; (iii) there are no pending, or to Seller's Knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Company Employee Plan or any trust related thereto; (iv) all contributions no Company Employee Plan is, or within the last six (including installments6) years has been the subject of an audit, investigation or other proceeding by a Governmental Authority and, to the Knowledge of the Company, no audit, investigation or proceeding is threatened or anticipated with respect to such plan required plan; (v) Seller, its Affiliates, the Company and the Subsidiaries have satisfied all material reporting and disclosure requirements under the Code and ERISA and other Laws that are applicable to the Company Plans; (vi) the Company has not terminated any Company Employee Plan or taken any action with respect thereto that would result in a Lien on any of the assets or properties of the Company or any Subsidiary; and (vii) no transaction prohibited by Section 302 section 406 of ERISA and Section 412 no “prohibited transaction” under section 4975(c) of the Code have been timely made, and (v) no condition exists or event or transaction has occurred with respect to any Company Employee Plan that has not been corrected as required by Law. (g) None of the Business Employees is eligible for retiree welfare benefits, other than as required pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or similar state law. Seller and each ERISA Affiliates have complied in all material respects with COBRA and similar state law and neither the Company, any Subsidiary nor any ERISA Affiliate will have any successor liability pursuant to COBRA or similar state law with respect to any Company Employee Plan or any other employee plan, program, or arrangement of any ERISA Affiliate. (h) Except as set forth on Schedule 3.24(h), the signing of this Agreement or the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any Business Employee, other current or former employee or other service provider to the Company or any Subsidiary to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any Business Employee, other current or former employee or other service provider to the Company or any Subsidiary, (iii) directly or indirectly cause the Seller, any ERISA Affiliates, including the Company or any Subsidiary, to transfer or set aside any assets to fund any benefits under any Company Employee Plan, (iv) otherwise give rise to any material liability under any Company Employee Plan, (v) limit or restrict the right to amend, terminate or transfer the assets of any Company Employee Plan on or following the Closing or (vi) result in any payment that would constitute an “excess parachute payment” (as such plan which term is defined in Section 280G(b)(1) of the Code) any Business Employee, other current or former employee or other service provider to the Company or any Subsidiary or that were or would not be deductible under Code Sections 162(m) or that would be required to be included by any Business Employee, other current or former employee or other service provider to the Company or any Subsidiary in gross income under Code Section 409A(a)(1)(A) as a result of a violation of Code Section 409A. Neither the Seller nor any ERISA Affiliates, including the Company or any Subsidiary, has an obligation to gross-up, indemnify or otherwise reimburse any Business Employee, other current or former employee or other service provider to the Company or any Subsidiary for any tax incurred by such service provider pursuant to Sections 280G or 409A of the Code. (i) Except, or such violations or failures as would not, individually or in the aggregate, reasonably be expected to result be material, (i) each Company Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) complies in all respects, in both form and operation, with the requirements of Section 409A of the Code, and (ii) no payment to be made under any Buyer Party Employee Plan is, or any Company incurring any liabilitywill be, fine or penaltysubject to the penalties of Section 409A(a)(1) of the Code.

Employee and Benefit Matters. (a) Schedule 4.9(a) sets forth The Company has made available to Parent a true, correct true and complete list, as list of the date set forth thereinnames, positions and rates of compensation of all Business Employees current officers, directors, employees and consultants of the name of each Business Employee’s employer. The list described in the preceding sentence shows Company and its Subsidiaries, showing each such employeeperson’s name, job titlepositions, hire dateand annualized remuneration and bonuses and has made available to Parent a list of all fringe benefits generally made available to such officers, work locationdirectors and employees, employerin each case, for the current fiscal year and the most recently completed fiscal year. Except as indicated in Section 3.15(a) of the Company Disclosure Schedule, (i) all employees are employed on an “at-will” basis and their employment can be terminated at any time for any reason without any amounts being owed to such individual other than with respect to wages, compensation and benefits accrued before the termination, (ii) the Company’s nameand its Subsidiaries relationships with all individuals who act on their own as contractors, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30, 2007. There are no loans consultants or other obligations payable service providers to the Company and its Subsidiaries can be terminated at any time for any reason without any amounts being owed to such individual other than with respect to compensation or owing by Seller payments accrued before the termination, and (iii) no employee is on disability or any other leave of the Companies to any such employeeabsence, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued other than standard leaves taken in the ordinary course of businessthe Company’s and its Subsidiaries’ operations. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor are any loans or debts payable or owing of its Subsidiaries has been notified by any employee that such individuals employee intends to Seller terminate such employee’s employment with the Company or its Subsidiaries, including in connection with or as a result, in part or in whole, of the transactions contemplated hereby or any other sale of the Companies Company. The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws and agreements respecting employment, employment practices, employee benefits, terms and conditions of employment, immigration matters, labor matters, and wages and hours, in each case, with respect to its employees and to the Knowledge of the Company, there are no allegations to the contrary. The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws governing the employment of non- U.S. nationals in the United States, including the Immigration and Nationality Act 8 U.S.C. Sections 1101 et seq. and its implementing Regulations. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor has Seller or any of the Companies guaranteed its Subsidiaries has sponsored any of such individual’s respective loans employee for, or obligationsotherwise engaged any current employee working pursuant to, a non-immigrant visa. (b) With respect to To the Business Employees and except as set forth in Schedule 4.9(b): Knowledge of the Company: (i) no Business Employees are represented current employee, consultant or contractor is a party to or is bound by a union any employment agreement, patent disclosure agreement, non-competition agreement, any other restrictive covenant or other collective bargaining entity, agreement with any Person, or subject to any judgment, decree or order of any court or administrative agency, any of which would reasonably be expected to affect (A) the performance by such Person of any of his or her duties or responsibilities for the Company or its Subsidiaries, or (B) the Company’s or its Subsidiaries’ business or operations; (ii) there has not occurredno current employee, norconsultant or contractor of the Company or its Subsidiaries is in violation of any term of any employment agreement, patent disclosure agreement, non-competition agreement, or any other restrictive covenant to Seller’s Knowledge has there been threateneda former employer or entity relating to the right of any such employee, a labor strike, request for representation, work stoppage contractor or lockout consultant to be employed or retained by Business Employees in the past five years, Company or its Subsidiaries; and (iii) Seller the Company and each of its Subsidiaries is not and has not received written notice ever been engaged in any dispute or litigation with any employee, consultant or contractor regarding intellectual property matters. (c) The Company and each of its Subsidiaries is not engaged or has not ever been engaged in any unfair labor practice of any charges before nature, that, if adversely determined, would result in liability in any Governmental Authority responsible for material respect to the prevention Company or its Subsidiaries. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or its Subsidiaries or any of unlawful employment practices their respective employees. There is not now pending and, to the Knowledge of Sellerthe Company, no Person has threatened to commence, any such charges are threatened,slowdown, work stoppage, labor dispute, union organizing activity or any similar activity or dispute. (ivd) Seller All employees of the Company and its Subsidiaries have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state or other jurisdiction applicable to such employees. Any Persons now or heretofore engaged by the Company or its Subsidiaries as consultants or contract labor or independent contractors have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time employees are or were at the relevant time entitled, were and have been engaged in accordance with all applicable Laws, and have been treated accordingly and as required for all Tax purposes. The Company and each of its Subsidiaries is not delinquent to, and has not received written notice failed to pay, any of its employees, consultants or contractors for any wages (including overtime, meal breaks or waiting time penalties), salaries, commissions, accrued and unused vacation to which they would be entitled under applicable Law, if any, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to such individuals. The Company and each of its Subsidiaries is not liable for any payment to any trust or other fund or to any Governmental Authority, 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). Neither the Company nor any of its Subsidiaries has material liability arising out of the treatment of any claim relating to employment service provider as a consultant or loss of employment andindependent contractor and not as an employee. (e) There are no demands or claims pending or, to the Knowledge of Sellerthe Company, no such claims are threatened, (v) Seller has not received written notice of , before any investigation by a Governmental Authority responsible by any employees, consultants or contractors for the enforcement of labor compensation, pending severance benefits, vacation time, unpaid meal or employment regulations andrest breaks, vacation pay or pension benefits, or, to Seller’s Knowledge, no such investigation is threatened, and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation Knowledge of the transaction contemplated herebyCompany, any other claim threatened or pending before any Governmental Authority (or any state “referral agency”) from any employee, consultants or contractors or any other Person arising out of the closing Company’s or relocation its Subsidiaries’ status as employer or joint employer, whether in the form of claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, wage and hour violations, workplace health and safety violations, breach of contract, unfair business practice, tort, unfair competition or otherwise. In addition, there are no pending or, to the Knowledge of the Company, threatened claims or actions against the Company or its Subsidiaries under any facilityworkers compensation policy or long-term disability policy, nor to the Knowledge of the Company, is there any reasonable basis therefor. The Company and each of its Subsidiaries has complied with and is in compliance with, in each case in all material respects, all applicable workers compensation Laws. (cf) The Company and each of its Subsidiaries has not implemented any plant or office closing, transfer of employees or layoff of employees that (without regard to any actions taken by the Parent after the Closing) is or could reasonably be expected to be in violation of the Worker Adjustment and Retraining Notification Act or similar Laws. (g) Except for Material Contracts or agreements set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any (i) outstanding Contracts with employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents or dealers (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with any such Persons who are terminable “at will” without Liability to the Company or any of its Subsidiaries and which letters and agreements do not contain post-termination severance provisions), or (ii) collective bargaining agreements or Contracts with any labor union or other representative of employees and is not liable with respect to any employee benefits provided for by any such agreement. Moreover, the Company and each of its Subsidiaries does not know of any activities or proceedings of any labor union to organize any employees. The Company and each of its Subsidiaries has made available to Parent copies of all such Contracts and agreements and such copies are true and correct. No strike, union organizational activity or formal charge or complaint of employment discrimination is currently pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (h) Except as set forth in Schedule 4.9(cSection 3.15(h) of the Company Disclosure Schedule, neither the Company, its Subsidiaries nor any Plan Affiliate has maintained, sponsored, adopted, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to or has any liability with respect to any “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), neither Seller nor “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA), “multi-employer plan” (as defined in Section 3(37) of ERISA), plan of deferred compensation, medical plan, life insurance plan, long-term disability plan, dental plan or other plan providing for the welfare of any of the Companies sponsorCompany’s, maintainany Subsidiary’s or any Plan Affiliate’s employees or former employees or beneficiaries thereof, contribute personnel policy (including but not limited to vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit incentive plan (within the meaning of Section 3(3) of ERISAincluding but not limited to stock options, that is sponsoredrestricted stock, maintained or contributed tostock bonus, or has been sponsoredother equity based plans or profit sharing, maintained or contributed to within six years prior to the date of this Agreementsavings and deferred bonus plans), by any Companysalary reduction agreement, Seller change-of-control agreement, employment agreement, consulting agreement, severance agreement, social security Law or any ERISA Affiliate of a Company other benefit, program or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (iii) no accumulated funding deficiencyContract, whether or not waivedwritten, within voluntary or pursuant to a collective bargaining agreement or Law, which could give rise to or result in the meaning Company, any of Section 302 its Subsidiaries or such Plan Affiliate having any material debt, liability, claim or obligation of ERISA any kind or Section 412 of the Code nature, whether accrued, absolute, contingent, direct or indirect (each, an “Employee Plan”). Each Employee Plan has been incurred, (iv) maintained, funded and administered in compliance in all contributions (including installments) to such plan required by Section 302 of ERISA material respects with its terms and Section 412 of the Code have been timely made, and (v) no condition exists or event or transaction has occurred in compliance in all material respects with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penaltyall applicable Laws.

Employee and Benefit Matters. (a) Schedule 4.9(a) sets forth a true, correct and complete list, as of the date set forth therein, of all Business Employees and the name of each Business Employee’s 's employer. The list described in the preceding sentence shows each such employee’s 's name, job title, hire date, work location, employer’s 's name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6July 31, 20072005) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30December 31, 20072004. There are no loans or other obligations payable or owing by Seller Seller, RVEP or any of the Companies to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller Seller, RVEP, or any of the Companies nor has Seller any Seller, RVEP, or any of the Companies guaranteed any of such individual’s 's respective loans or obligations. (b) With respect to the Business Employees and except as set forth in Schedule 4.9(b):), (i) no Business Employees are represented by a union or other collective bargaining entity, (ii) there has not occurred, nor, to Seller’s 's Knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years, (iii) Seller has not received written notice of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and, to the Knowledge of Seller, no such charges are threatened, (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened, (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s 's Knowledge, no such investigation is threatened, and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c4.9 (c), neither Seller Seller, RVEP nor any of the Companies sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX Buyer copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any Company, RVEP, Seller or any ERISA Affiliate of a Company Company, RVEP or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penalty.

Employee and Benefit Matters. (a) Schedule 4.9(a4.6(a) sets forth a true, correct and complete list, as of the date set forth therein, of all Business U.S. Employees and the name of each Business U.S. Employee’s employer. The list described in the preceding sentence shows each such employee’s name, job title, hire date, work location, employer’s name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30August 15, 20072005. There are no loans or other obligations payable or owing by Seller or any of the Companies to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller or any of the Companies nor has Seller or any of the Companies guaranteed any of such individual’s respective loans or obligations. (b) With respect to the Business U.S. Employees and except as set forth in Schedule 4.9(b4.6(b): (i) no Business Employees none are represented by a union or other collective bargaining entity,; (ii) there has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years,; (iii) Seller has not received written notice of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and, to the Knowledge of Seller, no such charges are threatened,; (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened,; (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s Knowledge, no such investigation is threatened, ; and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c), neither Seller nor any of the Companies does not sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c4.6(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX Buyer copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any Company, Seller or any ERISA Affiliate of a Company or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied,; (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied,; (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred,; (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, ; and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penalty.

Employee and Benefit Matters. (a) Schedule 4.9(a4.7(a) sets forth a true, correct true and complete list, as of the date set forth therein, of all Business Employees and the name of each Business Employee’s employerEmployees. The list described in the preceding sentence shows each such employee’s name, job job, title, hire date, work location, employer’s name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) name and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30, 2007the date of the Initial Balance Sheet contained in Schedule 2.1. There are no loans or other obligations payable or owing by Seller or any Affiliate of the Companies a Seller to any such employee, employee except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to a Seller or any Affiliate of the Companies a Seller, nor has any Seller or any of the Companies Affiliate or a Seller guaranteed any of such individual’s respective loans or obligations. (b) With respect to the Business Employees and except Except as set forth in Schedule 4.9(b): 4.7(b), with respect to the Business Employees, (i) no Business Employees are represented by a union or other collective bargaining entity, (ii) there has not occurred, nor, to Seller’s Knowledge knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years, , (iiiii) Seller has not received written notice of any charges before any Governmental Authority Entity responsible for the prevention of unlawful employment practices and, to the Knowledge knowledge of Seller, no such charges are threatened, , (iviii) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge knowledge of Seller, Seller no such claims are threatened, threatened and (viv) Seller has not received written notice of any investigation by a Governmental Authority Entity responsible for the enforcement of labor or employment regulations and, to the knowledge of Seller’s Knowledge, no such investigation is threatened, and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c), neither Seller nor any of the Companies sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c4.7 (c) sets forth a true, correct true and complete list, as of the date hereof, of all Seller Benefit Plans. On or before the date hereof, hereof Seller has delivered made available to TMOC or TLP MEX Buyer copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With To the knowledge of BGC, with respect to any “employee benefit plan (plan,” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any Company, Seller or any ERISA Affiliate plan of a Company or Seller): , (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, , (ii) no liability (other than for any premium due in the ordinary course and not past due) to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied, , (iii) no accumulated funding deficiency, whether or not waived, waived within the meaning of Section 302 of ERISA or Section 412 of the Code IRC has been incurred, , (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code IRC have been timely made, and and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company BGC incurring any liability, fine or penaltypenalty that could reasonably be expected to have a Material Adverse Impact.

Employee and Benefit Matters. (a) Schedule 4.9(a4.6(a) sets forth a true, correct and complete list, as of the date set forth therein, of all U.S. Business Employees and the name of each U.S. Business Employee’s 's employer. The list described in the preceding sentence shows each such employee’s 's name, job title, hire date, work location, employer’s 's name, accrued and unused vacation, accumulated severance entitlement (calculated as of November 6, 2007) and current base salary or base wages. There are no Business Employees principally employed in the United States. No changes in such base salary or base wages for such employees have been made, promised or authorized since June 30December 31, 20072004. There are no loans or other obligations payable or owing by Seller or any of the Companies to any such employee, except salaries, wages, bonuses and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Seller or any of the Companies nor has Seller or any of the Companies guaranteed any of such individual’s 's respective loans or obligations. (b) With respect to the U.S. Business Employees and except as set forth in Schedule 4.9(b):Employees: (i) no Business Employees none are represented by a union or other collective bargaining entity,; (ii) there has not occurred, nor, to Seller’s 's Knowledge has there been threatened, a labor strike, request for representation, work stoppage or lockout by Business Employees in the past five years,; (iii) Seller has not received written notice of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and, to the Knowledge of Seller, no such charges are threatened,; (iv) Seller has not received written notice of any claim relating to employment or loss of employment and, to the Knowledge of Seller, no such claims are threatened,; (v) Seller has not received written notice of any investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to Seller’s 's Knowledge, no such investigation is threatened, ; and (vi) no consent of any union, works council or other employee group is required for, and no agreement restricts the execution of this Agreement, the consummation of any of the transaction contemplated hereby, or the closing or relocation of any facility. (c) Except as set forth in Schedule 4.9(c), neither Seller nor any of the Companies does not sponsor, maintain, contribute or have an obligation to contribute to any Benefit Plan. Schedule 4.9(c4.6(c) sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. On or before the date hereof, Seller has delivered to TMOC or TLP MEX Buyer copies of each of the Seller Plans and, to the extent applicable, the most recent summary plan description relating to such plans. (d) With respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any Company, Seller or any ERISA Affiliate of a Company or Seller): (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied,; (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such entity, which liability has not been satisfied,; (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred,; (iv) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made, ; and (v) no condition exists or event or transaction has occurred with respect to any such plan which would reasonably be expected to result in any Buyer Party or any Company incurring any liability, fine or penalty.