Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. (a) Compost has provided Purchaser with a true and complete list dated as of October 31, 1999 (the "Employee Schedule") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehicles, club memberships or other material compensation or perquisites payable to such persons, all employee benefits received by such employees and any other material terms of any written agreement between such employees and the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employees, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost Company has provided Purchaser Parent with a true and complete list dated as of October December 31, 1999 1998 (the "Employee ScheduleEMPLOYEE SCHEDULE ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 Agreement and as of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14Closing Date, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.14 is a detailed description of all health, dental, life and disability insurance plans of the Company and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on Schedule SCHEDULE 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule SCHEDULE 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost the Company is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost Company has provided Purchaser Parent with a true and complete list dated as of October 31June 30, 1999 1998 (the "Employee ScheduleSchedule ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As of the date of this AgreementAgreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending April 30December 31, 1999 1998 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on Schedule 5.14 is a detailed description of all health, dental, life and disability insurance plans of the Company and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance in all material respects with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All To the best knowledge of the Company, all employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost the Company is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost Company has provided Purchaser Parent with a true and complete list dated as of October December 31, 1999 1998 (the "Employee ScheduleEMPLOYEE SCHEDULE ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As of the date of this AgreementAgreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending April 30December 31, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be materially greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.14 is a detailed description of all health, dental, life and disability insurance plans of the Company and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on Schedule SCHEDULE 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule SCHEDULE 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost the Company is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost At or prior to Closing, the Company has separately provided Purchaser with (i) a true and complete list list, dated as of October 31January 1, 1999 2005 (the "“Employee Schedule") ”), of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehicles, club memberships or other material compensation or perquisites payable to such personsto, and all material employee benefits received received, by such employees and any other material terms (ii) a true and complete schedule (the “Salary Increase Schedule”) describing all changes in the compensation of any written agreement between such employees and the Company’s directors, officers and employees since January 1, 2004. As The Company has provided Purchaser copies of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of all written agreements between the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the all current employees. The Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be materially greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.14The Company has provided Purchaser copies of all health, dental, life and disability insurance plans of the Company. (c) The Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. . (d) The Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company. There is presently no pending grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company. (e) None of the employees of the Company is represented by any labor organization and, to the Knowledge of the Officers, there have been no union organizing activities among the employees of the Company within the past five years, and there are no negotiations or discussions currently pending or occurring between the Company and any union or employee association regarding any collective bargaining agreement or any other work rules or policies which might otherwise affect the Company. (f) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Knowledge of the Officers, threatened against or affecting the Company and during the past five years there has not been any such action. (g) There is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Officers, threatened before the National Labor Relations Board or any similar state, local or foreign agency responsible for administering such charges or complaints. (h) There are no material written personnel policies, rules or procedures applicable to employees of the Company. (i) There are no proceedings pending or, to the Knowledge of the Officers, threatened against the Company in any forum by or on behalf of any present or former employee of the Company, any applicant for employment, or classes of the foregoing, alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (j) No charge with respect to or relating to the Company is pending before the Equal Employment Opportunity Commission or any other local, state, or federal agency responsible for the prevention of unlawful employment practices. (k) To the Knowledge of the Officers, no federal, state, local or foreign agency responsible for the enforcement of labor or employment laws is conducting or intends to conduct an investigation with respect to or relating to the Company. (l) The Company is, and at all times has been, in material compliance with all Legal Requirements applicable laws to the Company respecting the employment and employment practices, terms and conditions of employment and wages and employment, wages, hours of its employees work, overtime, leave time, immigration, and occupational safety and health, and is not engaged in any unfair labor practice. All employees of the Company who work practices as defined in the United States are National Labor Relations Act or other Legal Requirements applicable to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (cm) Except as set forth on Schedule 5.14In the last five years, (i) the Company is has not effectuated a party to “plant closing” (as defined in the Worker Adjustment and Retaining Notification Act of 1988, the “WARN Act”) affecting any single site of employment or bound by the terms one or more facilities or operating units within any single site of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees employment of the Company, (ii) Compost is there has not aware occurred a “mass layoff” (as defined in the WARN Act) affecting any single site of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees employment of the Company, or (iii) there is the Company has not currently pending, with regard been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation trigger application of any employees similar state, local or foreign law or regulation and (iv) none of the Company’s employees has suffered an “employment loss” (as defined in and covered by the WARN Act) during the six-month period prior to the date hereof. (n) To the Knowledge of the Officers, no executive employee of the Company or any other employee reasonably considered to be important to the Company has breached any agreement to keep in confidence information acquired by that employee in confidence or in trust prior to that employee’s employment with the Company, nor has any such employee, through his or her employment by the Company, breached any non-competition, non-solicitation or non-interference agreement. (o) The Company is not a party to any agreement with any employee or other party that provides for compensation, severance pay, benefits, or the vesting of options or shares as a result of the transactions contemplated by this Agreement. (p) There is no claim for workers’ compensation benefits, or claim arising out of any injury suffered by an employee or contractor, pending or, to the Knowledge of the Officers, threatened against or affecting the Company and, since January 1, 2002, there has not been any such claim.

Employee and Labor Matters. (a) Compost has Shareholders have provided Purchaser with a true and complete list dated as of October 3115, 1999 (the "Employee ScheduleSchedule ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30December 31, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on Schedule 5.14 is a detailed description of all health, dental, life and disability insurance plans of the Company and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the CompanyShareholders, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost is the Shareholders are not aware at the present time of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost has provided Purchaser with a true and complete list dated as of October 31, 1999 (the "Employee Schedule") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehicles, club memberships or other material compensation or perquisites payable to such persons, all employee benefits received by such employees and any other material terms of any written agreement between such employees and the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employees, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.144.14(a), there is no charge of or Proceeding as of the Company is not a party date hereof with regard to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of practice against the Company who work in pending before the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration lawsNational Labor Relations Board. There is no labor strike strike, dispute, slow-down or labor disturbance work stoppage actually pending or, to the knowledge Knowledge of Compost and the Company, threatened against or involving the Company. None of the employees of the Company with respect to is covered by any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by the Business andCompany. To the Knowledge of the Company, during no one has petitioned the past five yearsNational Labor Relations Board since April 26, 2015, and no one is now petitioning, for union representation of the Company has not experienced a work stoppage. (c) Company’s employees. Except as set forth on Schedule 5.144.14(a), as of the date hereof there are no currently pending or, to the Knowledge of the Company, unresolved employee claims with respect to the Company related to employment discrimination or any other Proceedings in connection with employee matters of the Company. (ib) Except for failures to be in compliance that would not reasonably be expected to have a Material Adverse Effect, the Company is, and has been for the past two (2) years, in compliance with all Laws with respect to hiring, employment and termination of employment (including Laws regarding wage and hour requirements, tips, correct classification of independent contractors and of employees as exempt and non-exempt, work authorization status, discrimination in employment, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, employee health and safety, and collective bargaining). Except as would not reasonably be expected to have a Material Adverse Effect, the Company is not a party liable for any payment to or bound by the terms of any collective bargaining agreement trust or other union contract applicable fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice). (c) The Company has made available to Buyer all written Contracts between the Company and any employee of the Company providing for employment (other than at-will employment) and no such agreement or contract has been requested by written Contracts between the Company and any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with containing severance, change of control, non-competition, and/or non-solicitation provisions, in each case other than any employees severance, change of control, non-competition and/or non-solicitation pursuant to any policy of Seller or the Company, (ii) Compost is not aware of any union organizing activities or proceedings involving, Company or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Companytheir standard employment documents signed by employees.

Employee and Labor Matters. (a) Compost The Company has provided Purchaser Parent with a true and complete list dated as of October 31June 11, 1999 (the "Employee ScheduleSchedule ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As Except as set forth on Schedule 5.14, as of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 Agreement and as of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14Closing Date, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost the Company is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost The Company’s employees are not members of any union. There are no pending charges against the Company or any current or former Company employees (based on conduct relating to their employment by the Company) before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices nor, to the Knowledge of the Company, does any basis exist therefor. The Company has provided Purchaser with a true and complete list dated as not received notice of October 31, 1999 (the "Employee Schedule") intent of all employees any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company listing and, to the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehicles, club memberships or other material compensation or perquisites payable to such persons, all employee benefits received by such employees and any other material terms Knowledge of any written agreement between such employees and the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business no such investigation is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employees, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Scheduleprogress. (b) Except as set forth on Schedule 5.14The Company has complied in all material respects with all applicable Laws relating to employment and governing payment of minimum wages and overtime rates, the withholding and payment of Taxes from compensation of employees and the payment of premiums and/or benefits under applicable worker compensation Laws. The Company has complied in all material respects with all laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including, but not limited to, the Immigration and Nationality Act and its implementing regulations. (c) There is no labor strike, slowdown, stoppage or lockout actually pending or to the Company’s Knowledge, threatened against the Company. The Company is not a party to any collective bargaining or bound other similar labor Contracts with respect to any Company employee and there is not pending any demand for recognition or any other request or demand from a labor organization for representative status with respect to any Company employee. No labor union has been certified by the National Labor Relations Board as bargaining agent for any written employment agreements or commitments, other than on an at-will basisCompany employee. The Company is has not experienced a material work stoppage or other material labor difficulty during the two-year period ended on the date hereof. (d) To the Knowledge of Company, no activity of any employee of the Company as or while an employee of the Company has caused a material violation of any employment Contract, confidentiality agreement, patent disclosure agreement or the violation of which resulted or could be reasonably expected to result, in compliance with a Material Adverse Change. (e) Section 3.21 of the Disclosure Schedule contains a true and complete list of the names, positions and rates of compensation of all applicable laws respecting officers, directors, employees and consultants of the employment Company, as of the date hereof, showing each such person’s name, positions, and employment practicesannualized remuneration for the current fiscal year. (f) As of the date hereof, terms and conditions of employment and wages and hours the Company has not been notified in writing by any of its employees and that such employee intends to, or is considering, terminating such employee’s employment with the Company, including in connection with or as a result, in part or in whole, of the transactions contemplated hereby or any other sale of the Company or its assets. (g) To the Knowledge of the Company, the Company has not engaged in any unfair labor practice. All employees practice within the meaning of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein Act and has not violated any labor organization is seeking representation legal requirement prohibiting discrimination of any employees kind or nature, including, but not limited to, on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation, current or former military service or physical or mental disability in its employment conditions or practices that would result in any material liability to the Company.

Employee and Labor Matters. (a) Compost The Company has provided Purchaser Parent with a true and complete list list, dated as of October January 31, 1999 2004 (the "“Employee Schedule") Schedule ”), of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehiclescar allowances, transportation and/or parking allowances, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees the Company and the Companyany employee. As of the date of this AgreementAgreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending April 30December 31, 1999 2004 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be materially greater than as listed on the Employee Schedule. (b) Set forth on Schedule 5.14 is a description of all health, dental, life and disability insurance plans of the Company. (c) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (cd) Except as set forth on Schedule 5.14, (i) 5.14 ,the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the terms Company. (e) Except as set forth on Schedule 5.14, none of the employees of the Company is represented by any labor organization and, to the Knowledge of the Company and the Shareholders, there have been no union organizing activities among the employees of the Company within the past five years, and there are no negotiations or discussions currently pending or occurring between the Company and any union or employee association regarding any collective bargaining agreement or any other work rules or policies which might otherwise affect the Company. (f) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Knowledge of the Company and the Shareholders, threatened against or affecting the Company and during the past five years there has not been any such action. (g) There is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Company and the Shareholders, threatened before the National Labor Relations Board or any similar state, local or foreign agency responsible for administering such charges or complaints. (h) There is presently no pending grievance or arbitration proceeding arising out of any collective bargaining agreement or other union contract grievance procedure relating to the Company. (i) Except as set forth on Schedule 5.14, there are no material written personnel policies, rules or procedures applicable to any employee employees of the Company. (j) Except as set forth on Schedule 5.14, there are no proceedings pending or, to the Knowledge of the Company and no such agreement the Shareholders, threatened against the Company in any forum by or contract has been requested by on behalf of any present or former employee or group of employees of the Company, nor has there been any discussion applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (k) Except as set forth on Schedule 5.14, no charge with respect thereto by management to or relating to the Company is pending before the Equal Employment Opportunity Commission or any other local, state, or federal agency responsible for the prevention of unlawful employment practices. (l) To the Knowledge of the Company and the Shareholders, no federal, state, local or foreign agency responsible for the enforcement of labor or employment laws is conducting or intends to conduct an investigation with respect to or relating to the Company. (m) The Company is, and at all times has been, in material compliance with all legal requirements applicable to the Company respecting employment and employment practices, terms and conditions of employment, wages, hours of work, leave time, immigration, and occupational safety and health, and is not engaged in any employees unfair labor practices as defined in the National Labor Relations Act or other legal requirements applicable to the Company. (n) Except as set forth on Schedule 5.14, in the last five years, (i) the Company has not effectuated a “plant closing” (as defined in the Worker Adjustment and Retaining Notification Act of 1988, the “WARN Act”) affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Company, (ii) Compost is there has not aware occurred a “mass layoff” (as defined in the WARN Act) affecting any single site of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees employment of the Company, or (iii) there is the Company has not currently pending, with regard been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation trigger application of any employees similar state, local or foreign Law or regulation and (iv) except as set forth on Schedule 5.14, none of the Company’s employees has suffered an “employment loss” (as defined in and covered by the WARN Act) during the six-month period prior to the date hereof. (o) To the Knowledge of the Company and the Shareholders, no executive employee of the Company or any other employee reasonably considered to be important to the Company has breached any agreement to keep in confidence information acquired by that employee in confidence or in trust prior to that employee’s employment with the Company, nor has any such employee, through his or her employment by the Company breached any non-competition, non-solicitation or non-interference agreement.

Employee and Labor Matters. (a) Compost has Shareholders have provided Purchaser with a true and complete list dated as of October August 31, 1999 (the "Employee ScheduleSchedule ") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Company's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and with the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30May 31, 1999 1998 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on Schedule 5.14 is a detailed description of all health, dental, life and disability insurance plans of the Company and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the CompanyShareholders, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Company, (ii) Compost is the Shareholders are not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Company.

Employee and Labor Matters. (a) Compost The Company has provided Purchaser Parent with a true and complete list list, dated as of October December 31, 1999 2004 (the "“Employee Schedule") ”), of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehiclescar allowances, transportation and/or parking allowances, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees the Company and the Companyany employee. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business is not materially different from that except as provided or contemplated by any Contract listed on the Employee Schedule, and except as described in Schedule 5.145.18, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employeesCompany, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be materially greater than as listed on the Employee Schedule. (b) Except as set Set forth on Schedule 5.145.14 is a description of all health, dental, life and disability insurance plans of the Company. (c) The Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. . (d) The Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company. (e) None of the employees of the Company are represented by any labor organization and, to the Knowledge of the Company, there have been no union organizing activities among the employees of the Company within the past five years, and, there are no negotiations or discussions currently pending or occurring between the Company and any union or employee association regarding any collective bargaining agreement or any other work rules or policies which might otherwise affect the Company. (f) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Knowledge of the Company, threatened against or affecting the Company and during the past five years there has not been any such action. (g) There is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any similar state, local or foreign agency responsible for administering such charges or complaints. (h) There is presently no pending grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company. (i) All material written personnel policies, rules, and procedures applicable to employees of the Company have been provided to Parent. (j) There are no proceedings pending or, to the Knowledge of the Company, threatened against the Company in any forum by or on behalf of any present or former employee of the Company, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, illegal, wrongful or tortious conduct in connection with the employment relationship. (k) No charge with respect to or relating to the Company is pending before the Equal Employment Opportunity Commission or any other local, state, or federal agency responsible for the prevention of unlawful employment practices. (l) To the Knowledge of the Company, no federal, state, local or foreign agency responsible for the enforcement of labor or employment laws is conducting or intends to conduct an investigation with respect to or relating to the Company. (m) To the Knowledge of the Company, the Company is, and at all times has been, in material compliance with all legal requirements applicable laws to the Company respecting the employment and employment practices, terms and conditions of employment and wages and employment, wages, hours of its employees work, overtime pay, leave time, immigration, and occupational safety and health, and is not engaged in any unfair labor practice. All employees of the Company who work practices as defined in the United States are to National Labor Relations Act. (n) In the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past last five years, (i) the Company has not experienced effectuated a work stoppage“plant closing” (as defined in the Worker Adjustment and Retaining Notification Act of 1988, the “WARN Act”) affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Company, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any single site of employment of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law or regulation and (iv) none of the Company’s employees has suffered an “employment loss” (as defined in and covered by the WARN Act) during the six-month period prior to the date hereof. (co) To the Knowledge of the Company, no executive employee of the Company has breached any agreement to keep in confidence information acquired by that employee in confidence or in trust prior to that employee’s employment with the Company, nor, to the Knowledge of the Company, has any such employee, through his or her employment by the Company, breached any non-competition, non-solicitation or non-interference agreement. (p) Except as set forth on Schedule 5.14for the Option Termination Agreements or in connection with the Severance Payments, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by with any employee or group other party that provides for compensation, severance pay, benefits, or the vesting of employees options or shares as a result of the Company, nor has there been any discussion with respect thereto transactions contemplated by management of the Company with any employees of the Company, (ii) Compost is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the Company, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Companythis Agreement.

Employee and Labor Matters. (a) Compost Seller has provided Purchaser with a true and complete list dated as of October 31June 30, 1999 (the "Employee ScheduleSchedule ") of all employees of Seller employed in the Company Business listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company Seller's vehicles, club memberships or other material compensation or perquisites payable to such personspayable, all employee benefits received by such employees and any other material terms of any written agreement between such employees and the Companywith Seller. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30December 31, 1999 1998 of the Company Seller required to operate its business the Business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller relating to the Company for non-hourly employees or the wage rates per hour for other employeesBusiness, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.14, the Company Seller is not a party to or bound by any written employment agreements or commitmentscommitments relating to the Business, other than on an at-will basis. The Company Seller is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All To the knowledge of Seller, all employees of the Company Seller who work in the United States Business are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the CompanySeller, threatened against the Company Seller with respect to the Business and, during the past five years, the Company Seller has not experienced a work stoppagestoppage relating to the Business. (c) Except as set forth on Schedule 5.14, with respect to the Business (i) the Company Seller is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company Seller and no such agreement or contract has been requested by any employee or group of employees of the CompanySeller, nor has there been any discussion with respect thereto by management of the Company Seller with any employees of the CompanySeller, (ii) Compost Seller is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of the CompanySeller, or (iii) there is not currently EXHIBIT 2.1 ----------- 15 20 pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the CompanySeller.

Employee and Labor Matters. (a) Compost has provided Purchaser with Schedule 5.14 hereto includes a true and complete list list, dated as of October 31August 19, 1999 (the "Employee Schedule") 1999, of all employees of the Company Companies, listing the title or position held, base salary or wage rate and and, for the period since July 31, 1999, any bonuses, commissions, commissions or profit sharing, the Company vehicles, club memberships or other material compensation or perquisites sharing payable to such persons, all employee benefits received by such employees and any other material terms of any written agreement between such employees and the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employees, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. (b) Except as set forth on Schedule 5.14, none of the Company Companies is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is Companies are in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its their employees and is are not engaged in any unfair labor practice. All To the best knowledge of the Sellers, all employees of the Company Companies who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the CompanySellers, threatened against any of the Company Companies with respect to the Business and, during the past five years, the Company has Companies have not experienced a work stoppage. (c) Except as set forth on Schedule 5.14, (i) none of the Company Companies is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of any of the Company Companies and no such agreement or contract has been requested by any employee or group of employees of any of the CompanyCompanies, nor has there been any discussion with respect thereto by management of any of the Company Companies with any employees of any of the CompanyCompanies, (ii) Compost is the Sellers are not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of any of the CompanyCompanies, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of any of the CompanyCompanies.