Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. (a) Part 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company (including any employee of any Target Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; (ii) such employee's title, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, the employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employee. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target Companies. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(a2.13(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042015; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, the The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d2.13(c) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose the Seller (exclusive of attorneys, accountants, insurance agents and other professionals who have provided services will be continued by the Purchaser after the Closing Date:to Seller): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042015; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ed) Except as set forth in Part 2.18(e2.13(d) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fe) There None of the current or former independent contractors of the Seller could be reclassified as an employee. The Seller has never been had any slowdown, work stoppage, labor dispute temporary or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeleased employees. To the best No independent contractor of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise Seller is eligible to or provide a basis for the commencement of participate in any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsSeller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.16(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Sellers (including any employee of any Target Company the Sellers who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Companysuch Seller; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Sellers with respect to services performed in 20042012; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Sellers’ business. (b) Except as set forth in Part 2.18(b2.16(b) of the Target Disclosure Schedule accurately identifies each former employee of the Sellers who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Sellers or otherwise) relating to such former employee’s employment with the Sellers; and Part 2.16(b) of the Disclosure Schedule accurately describes such benefits. (c) Except for the employees of Sellers listed on Part 2.16(c) of the Disclosure Schedule, the employment of each of the Target Companies' Sellers’ employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Sellers at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders Sellers have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSellers. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(aSection 4.16(a) of the Target Disclosure Schedule of Exceptions accurately sets forth, with respect to each employee of any Target Company Business Employee (including any employee of any Target Company such Business Employee who is on a leave of absence or on layoff status): ): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; (ii) such employee's title, and a description title of such employee's duties and responsibilities; ; (iiiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type, but excluding health and welfare benefits generally available to all of Seller’s employees) received by such employee from the Target Companies Seller with respect to services performed in 2004; 2008 and 2009; (iviii) such employee's ’s annualized compensation as of the date of this Agreement; Agreement and (viv) each Target Employee Plan in which such employee participates or is eligible to participate; and (vi) the Knowledge of Seller, any Governmental Authorization that is held by such employee and that relates to or is useful in connection with necessary for the applicable Target Company's businessconduct of the Business. (b) Except as set forth in Part 2.18(bon Section 4.16(b) of the Target Disclosure ScheduleSchedule of Exceptions, the employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date Business Employee is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other similar materials relating to the employment of the current and former employees of each of the Target CompaniesBusiness Employees. (c) To the best Knowledge of the knowledge of the ShareholdersSeller, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee no Business Employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may would reasonably be expected to have an adverse effect a Material Adverse Effect on: (Ai) the performance by such employee of any of his duties or responsibilities as an employee of the Target CompanySeller; or (Bii) the Target Company's business or operationsBusiness. (d) Part 2.18(dSection 4.16(d) of the Target Disclosure Schedule accurately of Exceptions sets forth, with respect to each independent contractor of any Target Company whose the Business and each independent contractor performing services will be continued by indirectly for the Purchaser after the Closing Date: Business through an intermediary (in each case, excluding freelance writers): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; contractor; (ii) a brief description of such independent contractor's ’s duties and responsibilities; ; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 2004; 2008 and 2009; (iv) the terms of compensation of such independent contractor; and and (v) any Governmental Authorization that is held by such independent contractor and that relates is necessary for the conduct of the Business. Seller has no Knowledge that any current independent contractor of the Business intends to or is useful in connection with any Target Company's businessterminate providing services to Seller. (e) Except as set forth in Part 2.18(e) of In connection with the Target Disclosure ScheduleBusiness, no Target Company Seller is not a party to or bound by, and no Target Company Seller has ever never been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (f) There With respect to the Business, during the two-year period preceding the Closing Date, there has never not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Seller or any Target Companyof the Business Employees. There is not now pending, and, to the Knowledge of Seller, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and and, to the Knowledge of Seller, no condition or circumstance exists, that might would reasonably be expected to give rise, directly or indirectly give rise indirectly, to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actionsProceedings, suits, claims, labor disputes or grievances pending or, to the best Knowledge of the knowledge of ShareholdersSeller, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Business Employee or former Business Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (g) With respect to the Business, none of the current independent contractors of Seller, former independent contractors of Seller who have provided services to Seller in the past two years or any other individual or entity currently providing services indirectly for Seller through an intermediary (i) should be reclassified as an employee under applicable Legal Requirement or (ii) is eligible to participate in any Business Employee Plan. (h) With respect to the Business, Seller has not violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local Legal Requirement.

Employee and Labor Matters. (a) Part 2.18(a2.17(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company and each of its Subsidiaries (including any employee of Target or any Target Company of its Subsidiaries who is on a leave of absence or on layoff status): ): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; employee, (ii) such employee's titledate of hire, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount title or job description, (iv) status as active or non-active employee, and length of the compensation absence for any employee on a leave of absence status, (including wagesv) status as an exempt or non-exempt employee under applicable Legal Requirements; (vi) status as a U.S. citizen or lawful permanent resident, salary(vii) accrued vacation, sick leave or paid time off, (viii) annual base salary or wages for 2012, (ix) any commissions, director's feesbonuses, material fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) type received by such employee from the Target Companies or any of its Subsidiaries with respect to services performed in 2004; 2012, and (iv) such employee's annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (vix) any Governmental Authorization that is held by target bonus for 2013 (or such employee and that relates to or is useful other bonus period currently in connection with the applicable Target Company's businessprogress). (b) Except as set forth in Part 2.18(b) The employment of the each current Target Disclosure ScheduleEmployee is terminable by Target or one of its Subsidiaries at will, and the employment of each of the Target Companies' employees who will such employee can be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company terminated at will and any such termination would not result in time for any amount of severance or other payment owing reason without any amounts being owed to such employeeindividual other than with respect to wages accrued before the termination. The Shareholders have Target has delivered or made available to the Purchaser Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other similar materials relating to the employment of the current and former employees of each of the Target Companiesand its Subsidiaries. (c) To the best Except as set forth in Part 2.17(c) of the knowledge of the ShareholdersDisclosure Schedule, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: Target’s Knowledge, (i) such no employee does not intend of Target or any of its Subsidiaries intends to terminate his employment with the applicable Target Company; or such Subsidiary; (ii) such no employee of Target or any of its Subsidiaries has not received an offer to join a business that may be competitive with the business of any Target CompanyTarget’s business; and and (iii) such no employee of Target or any of its Subsidiaries is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Companyor such Subsidiary; or (B) the Target Company's business or operationsoperations of Target or such Subsidiary. (d) Part 2.18(d) Neither Target nor any of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company its Subsidiaries is a party to or bound by, and no Target Company nor has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract orContract. To Target’s Knowledge, since January 1no labor unions or other organizations have filed a petition with the National Labor Relations Board or any other Governmental Authority seeking certification as the collective bargaining representative of any employee of Target or any of its Subsidiaries, 2002and to Target’s Knowledge, no labor union or organization is engaged in any employment agreementorganizing activity with respect to any Target Employee. (fe) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claimsProceedings, labor disputes or grievances pending or, to the best of the knowledge of ShareholdersTarget’s Knowledge, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsdiscrimination. (f) Target and each of its Subsidiaries: (i) are, and at all times have been, in full compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Target Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Target Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Target Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (g) Part 2.17(g) of the Disclosure Schedule accurately sets forth, with respect to each independent contractor of Target or any of its Subsidiaries other than talent, producers, editors, production assistants, interns and other production staff engaged in the Ordinary Course of Business pursuant to agreements copies of which have been made available to Parent: (i) the name of such independent contractor, (ii) the date as of which such independent contractor was originally hired by Target or such Subsidiary, (iii) a description of such independent contractor duties and responsibilities, and (iv) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from Target or such Subsidiary with respect to services performed in 2011, 2012 and through the date of this Agreement. (h) None of the current or former independent contractors of Target or any of its Subsidiaries could be reclassified as an employee. There are not, and at no time have there been, any independent contractors who have provided services to Target or any of its Subsidiaries for a period of six consecutive months or longer, or who have ever provided services to Target or any of its Subsidiaries as an employee. Neither Target nor any of its Subsidiaries has ever had any temporary or leased employees. No independent contractor of

Employee and Labor Matters. (a) Part 2.18(aSection 3.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company (including any employee of any Target Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanyTarget; (ii) such employee's title (if and to the extent that such employee has a title, and a description of such employee's duties and responsibilities;); and (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's business. (b) Except as set forth in Part 2.18(b) There is no former employee of Target (including any of the Target Disclosure ScheduleShareholders) who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from Target or otherwise) relating to such former employee's employment with Target. (c) Target is not a party to or bound by, the and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar contract. (d) The employment of each of the Target Companies' Target's employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing will. Target has delivered to such employee. The Shareholders have delivered or made available to the Purchaser Acquiror accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy policy, statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesTarget. (ce) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateTarget: (i) such no employee does not intend of Target intends to terminate his employment with the applicable Target CompanyTarget; (ii) such no employee of Target has not received an offer to join a business that may likely would be competitive with the business of any Target Company; andTarget's business; (iii) such no employee of Target is not or has been subject to any order or proceeding that relates to Target's business or to any of the assets owned by Target; (iv) no employee of Target is a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract contract (with any Person other than the applicable Target CompanyPerson) that may likely would have an adverse effect on: on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target CompanyTarget's business or operations. (d) Part 2.18(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (vf) any Governmental Authorization that Target is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound bynot engaged, and no Target Company has ever never been a party to or bound byengaged, in any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, unfair labor practice of any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Target or any Target Companyof its employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the ShareholdersTarget's Knowledge, no event has occurred, and no condition or circumstance exists, that might likely would directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are . (g) To the Knowledge of Target, no actionspresent or former employee of Target (including any of the Target Shareholders) has any claim against Target on account of or for (i) unaccrued overtime pay, suitsother than overtime pay for the current payroll period, claims(ii) unaccrued wages or salaries (excluding wages or salaries for the current payroll period), labor disputes (iii) unaccrued vacations, time-off or grievances pending orpay in lieu of vacation or time off, other than vacation or time-off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay, or (iv) any violation of any law or regulation relating to minimum wages or maximum hours of work. (h) No person or party (including, but not limited to, any governmental entity) has made any claim, and, to the best Knowledge of the knowledge Target, there is no basis or grounds for any claim, against Target arising out of Shareholders, threatened any law or reasonably anticipated regulation relating to discrimination against employees or any laborother employment practices, including retirement or labor relations, equal employment opportunity or occupational, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsand/or health standards.

Employee and Labor Matters. (a) Part Schedule 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target the Company (including any employee of any Target the Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; (ii) such employee's ’s title, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Company through December 31, 2008 with respect to services performed in 20042008 and for the ten (10) month period ending October 31, 2009 with respect to services performed during such period; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Company Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful necessary in connection with the applicable Target Company's ’s business. (b) Schedule 2.18(b) of the Disclosure Schedule accurately identifies each former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Company or otherwise) relating to such former employee’s employment with the Company; and Schedule 2.18(b) of the Disclosure Schedule accurately describes such benefits. (c) Except as set forth in Part 2.18(b) on Schedule 2.18 of the Target Disclosure Schedule, the employment of each of the Target Companies' Company’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing will, subject to such employeecompliance with applicable Legal Requirements. The Shareholders have Company has delivered or made available to the Purchaser Parent and Merger Sub accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesCompany. (cd) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateCompany: (i) such no employee does not intend of the Company currently intends to terminate his employment with the applicable Target Company; (ii) such no employee has not received of the Company currently possesses an offer to join a business that may be competitive with the business of any Target Company’s business; and (iii) such no employee of the Company is not a party to or is not bound by any confidentiality agreement, noncompetition non-competition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's ’s business or operations. (de) Part 2.18(dSchedule 2.18(e) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target the Company whose services will be continued by which the Purchaser after the Closing DateCompany has used since January 1, 2004: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Companycontractor; (ii) a general description of such independent contractor's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Company with respect to services performed in 2004through October 31, 2009; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful necessary in connection with any Target the Company's ’s business. (ef) Except as set forth in Part 2.18(eSchedule 2.18(f) of the Target Disclosure Schedule, no Target the Company is not a party to or bound by, and no Target Company has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fg) The Company is not engaged, and the Company has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any Target Companyof their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no and, there have never been any actions, suits, claims, labor disputes or grievances pending or, to the best Knowledge of the knowledge of ShareholdersCompany, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (h) Except as set forth on Schedule 2.18 of the Disclosure Schedule, (i) none of the current or former independent contractors of the Company could be reclassified as an employee, (ii) there are, and, during the six (6) year period prior to the Closing Date, have not been, any independent contractors who have provided services to the Company or any Company Affiliate for a period of six consecutive months or longer, (iii) the Company has not had, during the six (6) year period prior to the Closing Date, had any temporary or leased employees, and (iv) no independent contractor of the Company is eligible to participate in any Company Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.13(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042015; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; andand Asset Purchase Agreement, MTBC & WFS 14 (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure ScheduleTo Seller’s knowledge, the employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d2.13(c) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose the Seller (exclusive of attorneys, accountants, insurance agents and other professionals who have provided services will be continued by the Purchaser after the Closing Date:to Seller): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042015 and for the period of 2016 prior to the Closing Date; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ed) Except as set forth in Part 2.18(e2.13(d) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fe) There To Seller’s Knowledge and understanding none of the current or former independent contractors of the Seller could be reclassified as an employee. The Seller has never been had any slowdown, work stoppage, labor dispute temporary or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeleased employees. To the best No independent contractor of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise Seller is eligible to or provide a basis for the commencement of participate in any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsSeller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.13(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company;Seller; Asset Purchase Agreement, MTBC & RXX 00 (iixx) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042015; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure ScheduleTo Seller’s knowledge, the employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d2.13(c) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose the Seller (exclusive of attorneys, accountants, insurance agents and other professionals who have provided services will be continued by the Purchaser after the Closing Date:to Seller): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042015; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ed) Except as set forth in Part 2.18(e2.13(d) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract orContract. Asset Purchase Agreement, since January 1, 2002, any employment agreement.MTBC & RXX 00 (fe) There To Seller’s Knowledge and understanding none of the current or former independent contractors of the Seller could be reclassified as an employee. The Seller has never been had any slowdown, work stoppage, labor dispute temporary or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeleased employees. To the best No independent contractor of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise Seller is eligible to or provide a basis for the commencement of participate in any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsSeller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.19(a) of the Target Disclosure Schedule accurately sets forth, with respect to each current employee of any Target Company the Acquired Companies (including any employee of any Target Company the Acquired Companies who is on a leave of absence or on layoff status): ): (i) the name of such employee and the date as of which such employee was originally hired by any of the respective Target Company; Acquired Companies; (ii) such employee's ’s title, ; and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's annualized compensation ’s base salary and target bonus as of the date of this Agreement; (v) each Target Employee Plan in which such . As of the date hereof, to the Seller’s Knowledge, no current executive, key employee participates or group of employees has given notice of termination of employment. No executive or key employee of any Acquired Company is eligible to participate; and (vi) any Governmental Authorization employed under a non-immigrant work visa or other work authorization that is held by such limited in duration. Part 2.19(a) of the Disclosure Schedule sets forth the name of each employee of the Seller and that relates its Affiliates (including the Acquired Companies) located at Seller’s Waukesha, Wisconsin facility who (i) provide services to or is useful the Business and Gen-Probe Prodesse, Inc and (ii) will not be transferring to the Acquired Companies in connection with the applicable Target Company's businessTransactions. (b) Except as set forth in Part 2.18(b2.19(b) of the Target Disclosure Schedule, the employment Schedule accurately identifies each former employee of each any of the Target Companies' employees Acquired Companies who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance receiving or is scheduled to receive (or whose spouse or other payment owing dependent is receiving or is scheduled to receive) any benefits (whether from the Acquired Companies or otherwise) relating to such former employee. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the ’s employment with any of the current and former employees of each of the Target Acquired Companies. (c) To the best of the knowledge of the ShareholdersSeller’s Knowledge, as to each no employee of any Target Company who will be employed by of the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee Acquired Companies is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may would reasonably be expected to have an adverse effect on: (Ai) the performance by such employee of any of his or her duties or responsibilities as an employee of the Target CompanyAcquired Companies; or (Bii) the Target Company's business Business or operationsoperations of the Acquired Companies. (d) Part 2.18(d) None of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Acquired Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company none of the Acquired Companies has ever been a party to or bound by, any union contract, collective bargaining or other agreement with a labor union or similar Contract orworks council or other employee representative, since January 1, 2002, and no such agreement is being negotiated by any employment agreement. (f) of the Acquired Companies. No current employee of the Acquired Companies is represented by a labor union or works council. No petition has been filed or proceedings instituted by a labor union or other labor organization with the National Labor Relations Board or other Governmental Body with jurisdiction over labor relations seeking recognition or certification as the bargaining representative of any employee or group of employees of any of the Acquired Companies. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity of the Acquired Companies or any similar activity or disputeof their employees. To the best None of the knowledge Acquired Companies is or has been engaged in any unfair labor practice of any nature. There is no unfair labor practice complaints pending against any of the ShareholdersAcquired Companies before the National Labor Relations Board or any other Governmental Body with jurisdiction over labor relations. (e) The Acquired Companies are and have been in material compliance with all Legal Requirements respecting employment, no event has occurredemployment practices and terms and conditions of employment, including but not limited to wages and hours and the classification and payment of employees and independent contractors. The Acquired Companies have not incurred, and no condition circumstances exist under which the Acquired Companies would reasonably be expected to incur, any liability arising from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or circumstance existsother similar Legal Requirements. (f) None of the Acquired Companies has, during the ninety (90) day period prior to the date hereof, taken any action that might directly would require advance notice to any employee pursuant to the Worker Adjustment and Retraining Notification Act or indirectly give rise other similar Legal Requirement. No arbitration, court decision or governmental order to which any of the Acquired Companies is a party or provide a basis for is subject in any way limits or restricts any of the commencement Acquired Companies from relocating or closing any of the operations of any such slowdownof the Acquired Companies. (g) As of the date hereof, work stoppage(i) there is no investigation, labor dispute audit or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances review pending (or, to the best Seller’s Knowledge, threatened) by or before any Governmental Body with respect to any of the knowledge Acquired Companies concerning employment-related matters and (ii) no Company Employee has brought any Proceeding (or, to the Seller’s Knowledge, has threatened to bring any Proceeding) against any of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsthe Acquired Companies.

Employee and Labor Matters. (a) Part 2.18(a2.17(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042012; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b2.17(b) of the Target Disclosure Schedule, Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Seller or otherwise) relating to such former employee’s employment with the Seller; and Part 2.17(b) of the Disclosure Schedule accurately describes such benefits. (c) The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (cd) To the best of the knowledge of the Seller and the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such no employee does not intend of the Seller intends to terminate his employment with the applicable Target CompanySeller; (ii) such no employee of the Seller has not received an offer to join a business that may be competitive with the business of any Target CompanySeller’s business; and (iii) such no employee of the Seller is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target CompanySeller; or (B) the Target Company's Seller’s business or operations. (de) Part 2.18(d2.17(e) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing DateSeller: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042012; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ef) Except as set forth in Part 2.18(e2.17(f) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fg) The Seller is not engaged, and the Seller has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Companythe Seller, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of the Seller and the Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Seller Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (h) None of the current or former independent contractors of the Seller could be reclassified as an employee. There are, and at no time have been, any independent contractors who have provided services to the Seller or any Seller Affiliate for a period of six consecutive months or longer. The Seller has never had any temporary or leased employees. No independent contractor of the Seller is eligible to participate in any Seller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.17(a) of the Target Seller Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a general description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar or New Israeli Shekel amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042005 and 2006; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and; (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business; and (vii) with respect to Israeli employees, all accrued vacation day and sick days, all recuperation pay owed; and any amounts owing to pension funds, managers insurance, education funds, recuperation pay (dmei havra’ah) or for other social benefits, including all accruals, allocations, severance and reserve Liabilities. (b) Except as set forth in Part 2.18(b2.17(b) of the Target Seller Disclosure Schedule, Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Seller or otherwise) relating to such former employee’s employment with the Seller; and Part 2.17(b) of the Seller Disclosure Schedule accurately describes such benefits. (c) The employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date Seller’s employees, subject to applicable notice periods, is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available granted to the Purchaser access to accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (cd) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateSeller: (i) such no employee does not intend of the Seller intends to terminate his employment with the applicable Target CompanySeller; (ii) such no employee of the Seller has not received an offer to join a business that may be competitive with the business of any Target CompanySeller’s business; and (iii) such no employee of the Seller is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target CompanySeller; or (B) the Target Company's Seller’s business or operations. (de) Part 2.18(d2.17(e) of the Target Seller Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing DateSeller: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 2004during the first seven (7) months of 2006; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ef) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company The Seller is not a party to or bound by, and no Target Company in the past eight (8) years, the Seller has ever not been a party to or bound by, any collective employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fg) The Seller is not engaged, and the Seller has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Companythe Seller, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholdersthe Seller, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Seller Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (h) None of the current or former independent contractors of the Seller could be reclassified as an employee. The Seller has never had any temporary or leased employees. To the knowledge of the Seller, no independent contractor of the Seller is eligible to participate in any Seller Employee Plan. (i) All employees resident or working in Israel (“Israeli Employees”) are listed on the Seller Disclosure Schedule. All of the Israeli Employees are “at will” employees subject to termination upon up to thirty (30) days prior written notice under the termination notice provisions included in employment agreements or applicable law. The Seller’s obligations to provide statutory severance pay to the Israeli Employees pursuant to the Severance Pay Law (5723-1963) are fully funded or accrued on the Seller’s financial statements and the Seller has not invoked the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. To Seller’s knowledge, there are no circumstances that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled). All amounts that the Seller is legally or contractually required either (A) to deduct from the Israeli Employees’ salaries or to transfer to the Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (B) to withhold from the Israeli Employees’ salaries and benefits and to pay to any government entity as required by the Israeli Income Tax Ordinance and National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid, and the Sellers do not have any outstanding obligation to make any such deduction, transfer, withholding or payment; and (C) the Seller is in compliance in all material respects with all applicable legal requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to the Israeli Employees, including but not limited to The Prior Notice to the Employee Law, 2002, The Notice to Employee (Terms of Employment) Law, 2002, The Prevention of Sexual Harassment Law, 1998, the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, and The Employment by Human Resource Contractors Law, 1996. The Seller has not engaged any Israeli Employees whose employment would require special licenses or permits. There are no unwritten policies or customs that, by extension, could entitle Israeli Employees to benefits in addition to what they are entitled by law (including, by way of example but without limitation, unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Seller has not engaged any consultants, sub-contractors or freelancers who, according to Israeli law, are entitled to the rights of an employee vis a vis the Seller, including rights to severance pay, vacation, recuperation pay (dmei havra’ah) and other employee-related statutory benefits. The Seller has provided to Purchaser a correct and complete summary of the calculations concerning the components of the Israeli Employees’ salaries, including any components that are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay. The Seller has provided to Purchaser (a) any and all agreements with human resource contractors, or with consultants, sub-contractors or freelancers; and (b) full documents, manuals, and written policies relating to the employment and termination of Israeli Employees.

Employee and Labor Matters. (a) Part 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target the Company (including any employee of any Target the Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanyCompany or one of the Prior Subsidiaries; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Company with respect to services performed in 20042005, 2006 or 2007; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Company Employee Plan in which such employee participates or is eligible to participate; (vi) any information regarding the Company’s sponsorship of nonimmigrant work authorized status (including H-1B, L-1B and O-1) or permanent residence status of such employee; and (vivii) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's ’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, Schedule accurately identifies each former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Company or otherwise) relating to such former employee’s employment with the Company; and Part 2.18(b) of the Disclosure Schedule accurately describes such benefits. (c) The employment of each of the Target Companies' Company’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Company has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesCompany. (cd) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateCompany’s Knowledge: (i) such no employee does not intend of the Company intends to terminate his employment with the applicable Target Company; (ii) such no employee of the Company has not received an offer to join a business that may be competitive with the business of any Target Company’s business; and (iii) such no employee of the Company is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's ’s business or operations. (de) Part 2.18(d2.18(e) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing DateCompany: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target Company; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Company with respect to services performed in 20042005, 2006 or 2007; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target the Company's ’s business. (ef) Except as set forth in Part 2.18(e2.18(f) of the Target Disclosure Schedule, no Target the Company is not a party to or bound by, and no Target the Company has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fg) The Company is not engaged, and has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any Target Companyof its employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There Except as set forth in Part 2.18(g) of the Disclosure Schedule, there are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of ShareholdersCompany’s Knowledge, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (h) None of the current or former independent contractors of any of the Companies could be reclassified as an employee. There are, and at no time have been, any independent contractors who have provided services to the Company or any Company Affiliate for a period of six consecutive months or longer. None of the Companies has ever had any temporary or leased employees. No independent contractor of the Company is eligible to participate in any Company Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target the Company (including any employee of any Target the Company who is on a leave of absence or on layoff status): ) (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; ; (ii) such employee's employee s title, and a description of such employee's duties and responsibilities; ; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's s annualized compensation as of the date of this Agreement; ; (iv) the amount of deferred compensation or other compensation (including any paid time off) due to such employee at the Closing Date; (v) the amount of compensation that the employee has waived; (vi) each Target Employee Current Benefit Plan in which such employee participates or is eligible to participate; and (vivii) any Governmental Authorization that is held by such employee and that relates to or is useful used in connection with the applicable Target Company's Company s business. , other than visa and work permits; and (bviii) Except in the case of any deferred compensation or other arrangement that is not in writing, a complete description of the terms of that arrangement (which, in the case of deferred compensation, shall include the amount of deferred compensation, the date to which the payment has been deferred, the basis upon which interest or gain will be credited, if any, and whether or not the deferred compensation was included as set forth compensation in Part 2.18(bthe year of deferral for purposes of FICA and FUTA payments. The Company shall provide to Acquiror true and correct copies of documents executed by each employee of the Company in which the employee acknowledges the amount of his or her compensation, deferred compensation or waived compensation (including any paid time off). Schedule 4.15(b) of the Target Disclosure ScheduleSchedule contains a list of individuals who are currently performing services for the Company and are classified as "consultants" or "independent contractors," and the respective compensation of each such "consultant" or "independent contractor." There is no former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Company or otherwise) relating to such former employee s employment with the Company. The Company is not a party to or bound by any employment agreement or any union contract, the collective bargaining agreement or similar Contract. The employment of each of the Target Companies' Company s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Company has delivered or made available to the Purchaser Acquiror accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements statements, employment agreements and other materials relating to the employment of the current and former employees of each the Company. To the Knowledge of the Target Companies. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such no employee does not intend of the Company intends to terminate his or her employment with the applicable Target Company; Company and the Company does not have a present intention to terminate the employment of any employee; (ii) such no employee of the Company has not received since December 31, 2000, nor is currently considering, an offer to join a business that may likely would be competitive with the business of any Target CompanyCompany s business; and and (iii) such no employee of the Company is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may likely would have an adverse effect on: on (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Target Company; , or (B) the Target Company's Company s business or operations. (d) Part 2.18(d) of . To the Target Disclosure Schedule accurately sets forthCompany s Knowledge, with respect to each independent contractor the Company is not engaged, and has never been engaged, in any unfair labor practice of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any Target Companyof its employees. There is not now pending, and to the Knowledge of the Company no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no nor has any event has occurred, and no nor does any condition or circumstance existsexist, that might likely would directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to To the best Knowledge of the knowledge Company, each employee of Shareholders, threatened the Company is in compliance with all applicable visa and work permit requirements. No visa or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges work permit held by an employee of unfair labor practices or discrimination complaintsthe Company will expire during the six (6) month period beginning at the date of this Agreement.

Employee and Labor Matters. (a) Part 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each current employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): ) who has accepted employment with Purchaser (a “Continuing Employee”): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; Seller; (ii) such employee's ’s title, and a description of such employee's duties and responsibilities; ; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 2004; 2006 and the 11 months ended November 30, 2007; and (iv) such employee's ’s annualized compensation as of immediately prior to the date Closing. No current employee of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (vi) the Seller holds any Governmental Authorization that is held used by such employee and that relates to or is useful the Seller in connection with the applicable Target Company's conduct of its business. (b) Except as set forth in Part 2.18(b) There is no former employee of the Target Disclosure Schedule, Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Seller or otherwise) relating to such former employee’s employment with the Seller. (c) The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesContinuing Employees. (cd) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: Seller: (i) such no employee does not intend to terminate his employment with of the applicable Target Company; (ii) such employee Seller has not received an offer to join a business that may be Seller believes is competitive with the business Seller’s business; (ii) no employee of any Target Company; and (iii) such employee the Seller is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Target CompanySeller; (B) the Seller’s business or operations; or (B) the Target Company's Purchaser’s business or operations. (d) Part 2.18(d) operations as of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser or after the Closing Date: (i) in the name of event such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount employee becomes an employee or other service provider of the compensation (including all payments Purchaser or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's businessan affiliate thereof. (e) Except as set forth in Part 2.18(eThe Seller has no independent contractors. (f) of the Target Disclosure Schedule, no Target Company The Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract orContract. The Seller is not engaged, since January 1, 2002, any employment agreement. (f) There and the Seller has never been engaged, in any slowdown, work stoppage, unfair labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement practice of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputenature. There are no actions, suits, claims, labor disputes or grievances pending or, to the best Knowledge of the knowledge of ShareholdersSeller, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Seller Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(a) 2.23 of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target each Company (including any employee of any Target the Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; (ii) such employee's title, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, allowances, share options and profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Company with respect to services performed in 20041998; (iv) such employee's annualized compensation as of the date of this Agreement; (v) particulars of accrued long service leave, annual leave, sick leave and rostered days off for each Target Employee employee; (vi) particulars of any redundancy or severance pay owing as at the execution date of this Agreement; (vii) each Current Benefit Plan in which such employee participates or is eligible to participate; and (viviii) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's business. (b) Part 2.23 of the Disclosure Schedule accurately identifies each former employee of each Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Company or otherwise) relating to such former employee's employment with the Company; and Part 2.23 of the Disclosure Schedule accurately describes such benefits. (c) Exhibit G contains a list of individuals who are currently performing services for each Company related to its business and are classified as "consultants" or "independent contractors". (d) Except as set forth in Part 2.18(b) 2.23 of the Target Disclosure Schedule, the neither Company is a party to or bound by, or has ever been a party to or bound by, any employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and agreement or any such termination would not result in any amount of severance union contract or other payment owing to such employee. determination collective bargaining agreement or similar Contract. (e) The Shareholders Vendors have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, handbooks and policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesCompany. (cf) To the best of the knowledge Knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateVendors: (i) such no employee does not intend of either Company intends to terminate his employment with the applicable Target Company; (ii) such no employee of either Company has not received an offer to join a business that may be competitive with the business of any Target Company's business; and (iii) such no employee of either Company is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target either Company; , or (B) the Target either Company's business or operations. (d) Part 2.18(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (fg) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting either of the Companies or any Target Companyof their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(a2.13(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, primary work location, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042018; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, the The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d2.13(c) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose the Seller (exclusive of attorneys, accountants, insurance agents and other professionals who have provided services will be continued by the Purchaser after the Closing Date:to Seller): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042018 and for the period of 2019 prior to the Closing Date; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ed) Except as set forth in Part 2.18(e2.13(d) of the Target Disclosure Schedule, no Target Company the Seller is not a party Party to or bound by, and no Target Company has ever been a party to by any employment agreement or bound by, any union contract, collective bargaining agreement or similar Contract or, since Contract. (e) None of the current or former independent contractors of the Seller could be reclassified as an employee. Since January 1, 20022017, the Seller has not had any employment agreement. (f) There has never been any slowdown, work stoppage, labor dispute temporary or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeleased employees. To the best No independent contractor of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise Seller is eligible to or provide a basis for the commencement of participate in any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsSeller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a) Section 3.18 of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company (including any employee of any Target Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanyTarget; (ii) such employee's ’s title (if and to the extent that such employee has a title, and a description of such employee's duties and responsibilities;); and (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's ’s annualized compensation as of the date of this Agreement;. (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (viiv) any Governmental Authorization that is held by accrued vacation, holiday paid-time-off or any other form of time off accrued compensation for such employee and that relates to or is useful in connection with the applicable Target Company's businessemployee. (b) There is no former employee of Target (including any of the Target Shareholders) who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from Target or otherwise) relating to such former employee’s employment with Target. (c) Except as set forth in Part 2.18(bSection 3.18 of the Target Disclosure Schedule, Target is not a party to or bound by, and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar contract. (d) Except as set forth in Section 3.18 of the Target Disclosure Schedule, the employment of each of the Target Companies' Target’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing will. Target has delivered to such employee. The Shareholders have delivered or made available to the Purchaser Acquiror accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy policy, statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesTarget. (ce) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateTarget: (i) such no employee does not intend of Target intends to terminate his employment with the applicable Target CompanyTarget; (ii) such no employee of Target has not received an offer to join a business that may likely would be competitive with the business of any Target Company; andTarget’s business; (iii) such no employee of Target is not or has been subject to any order or proceeding that relates to Target’s business or to any of the assets owned by Target; (iv) no employee of Target is a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract contract (with any Person other than the applicable Target CompanyPerson) that may likely would have an adverse effect on: on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's Target’s business or operations. (d) Part 2.18(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (vf) any Governmental Authorization that Target is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound bynot engaged, and no Target Company has ever never been a party to or bound byengaged, in any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, unfair labor practice of any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Target or any of its employees. There is not now pending, and to the Knowledge of Target Companyno Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the ShareholdersTarget’s Knowledge, no event has occurred, and no condition or circumstance exists, that might likely would directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are . (g) To the Knowledge of Target, no actionspresent or former employee of Target (including any of the Target Shareholders) has any claim against Target on account of or for (i) unaccrued overtime pay, suitsother than overtime pay for the current payroll period, claims(ii) unaccrued wages or salaries (excluding wages or salaries for the current payroll period), labor disputes (iii) unaccrued vacations, time-off or grievances pending orpay in lieu of vacation or time off, other than vacation or time-off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay, or (iv) any violation of any law or regulation relating to minimum wages or maximum hours of work. (h) Except as set forth in Section 3.18 of the Target Disclosure Schedule, no person or party (including, but not limited to, any governmental entity) has made any claim, and, to the best Knowledge of the knowledge Target, there is no basis or grounds for any claim, against Target arising out of Shareholders, threatened any law or reasonably anticipated regulation relating to discrimination against employees or any laborother employment practices, including retirement or labor relations, equal employment opportunity or occupational, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsand/or health standards.

Employee and Labor Matters. (a) Part 2.18(aSection 3.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company (including any employee of any Target Company who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanyTarget; (ii) such employee's title (if and to the extent that such employee has a title, and a description of such employee's duties and responsibilities;); and (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's business. (b) There is no former employee of Target (including any of the Target Stockholders) who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from Target relating to such former employee's employment with Target, except as may be required by Section 4908B of the Code or, if applicable, state law. (c) Except as set forth in Part 2.18(bSection 3.18(c) of the Target Disclosure Schedule, Target is not a party to or bound by, and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar contract. (d) Except as set forth in Section 3.18(d) of the Target Disclosure Schedule, the employment of each of the Target Companies' Target's employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance will. Target has delivered to Acquiror or other payment owing to such employee. The Shareholders have delivered or made available to the Purchaser its counsel accurate and complete copies of all employee manuals and handbooks, disclosure materials, employment policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesTarget. (ce) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateTarget: (i) such no key employee does not intend has notified Target of his or her intent to terminate his or her employment with the applicable Target CompanyTarget; (ii) such no key employee of Target has not received an offer to join a business that may likely would be competitive with Target's business; (iii) no key employee of Target is or has been subject to any order or proceeding that relates to Target's business or to any of the business of any Target Companyassets owned by Target; and (iiiiv) such no key employee of Target is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract contract (with any Person other than the applicable Target CompanyPerson) that may likely would have an a material adverse effect on: on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target CompanyTarget's business or operations. (df) Part 2.18(d) of the Target Disclosure Schedule accurately sets forthis not engaged, with respect to each independent contractor and has never been engaged, in any unfair labor practice of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Target or any Target Companyof its employees. There is not now pending, and to Target's Knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the ShareholdersTarget's Knowledge, no event has occurred, and no condition or circumstance exists, that might likely would directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions. (g) No present or former employee of Target (including any of the Target Stockholders) has made any claim against Target on account of or for (i) unaccrued overtime pay, suitsother than overtime pay for the current payroll period, claims(ii) unaccrued wages or salaries (excluding wages or salaries for the current payroll period), labor disputes (iii) unaccrued vacations, time-off or grievances pending orpay in lieu of vacation or time off, other than vacation or time-off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay, or (iv) any violation of any law or regulation relating to minimum wages or maximum hours of work. (h) No person or party (including, but not limited to, any governmental entity) has made any claim, and, to the best Knowledge of the knowledge Target, there is no basis or grounds for any claim, against Target arising out of Shareholders, threatened any law or reasonably anticipated regulation relating to discrimination against employees or any laborother employment practices, including retirement or labor relations, equal employment opportunity or occupational, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsand/or health standards.

Employee and Labor Matters. (a) Part 2.18(aSchedule 2.17(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company Seller Employee (including any employee of any Target Company who is those on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired original hire by the respective Target CompanySeller; (ii) such employee's ’s title, and a description of such employee's duties and responsibilities;; and (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible Agreement and any bonus proposed to participate; and (vi) any Governmental Authorization that is held by such employee and that relates be paid with respect to or is useful in connection with period following the applicable Target Company's businessSeller Balance Sheet. (b) Schedule 2.17(b) accurately identifies each former employee of Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from Seller relating to such former employee’s employment with Seller; and Schedule 2.17(b) accurately describes such benefits. (c) Except as set forth described in Part 2.18(b) of the Target Disclosure ScheduleSchedule 2.17(c), the The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser Buyer Group accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (cd) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateSeller: (i) such employee does not intend no Seller Employee intends to terminate his employment with the applicable Target CompanySeller; (ii) such employee no Seller Employee has not received an offer to join a business that may be competitive with the business of any Target CompanySeller’s business; and (iii) such employee no Seller Employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may is reasonably likely to have an adverse effect on: (A) the performance by such employee Seller Employee of any of his or her duties or responsibilities as an employee of the Target Companya Seller Employee; or (B) the Target Company's Seller’s business or operations. (de) Part 2.18(dSchedule 2.17(e) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing DateSeller: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's duties and ’s responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 2004;2004 and year to date in 2005; and (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (ef) Except as set forth in Part 2.18(e) of the Target Disclosure ScheduleSchedule 2.17(f), no Target Company Seller is not a party to or bound by, and no Target Company has ever been a party to by any employment agreement or bound by, any union contract, collective bargaining agreement or similar Contract or, since Contract. (g) Seller is not engaged in any unfair labor practice. Since January 1, 2002, any employment agreement. (f) There there has never not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeSeller. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly is reasonably likely to give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of ShareholdersSeller, threatened or reasonably anticipated relating to any labor, safety safety, sexual harassment or discrimination matters involving Seller Employee. (h) None of the current or former independent contractors of Seller could be reclassified as an employee. Except as described in Schedule 2.17(h), there are not, and at no time have been, any Target Employee, including, without limitation, charges independent contractors who have provided services to Seller or Seller Affiliate for a period of unfair labor practices six consecutive months or discrimination complaintslonger. Seller has no temporary or leased employees. No independent contractor of Seller is eligible to participate in Seller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.13(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company;Seller; Asset Purchase Agreement, MTBC & XXX 00 (iixx) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042015; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure ScheduleTo Seller’s knowledge, the employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such employee does not intend to terminate his employment with the applicable Target Company; (ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and (iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or operations. (d) Part 2.18(d2.13(c) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose the Seller (exclusive of attorneys, accountants, insurance agents and other professionals who have provided services will be continued by the Purchaser after the Closing Date:to Seller): (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042015; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ed) Except as set forth in Part 2.18(e2.13(d) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract orContract. Asset Purchase Agreement, since January 1, 2002, any employment agreement.MTBC & XXX 00 (fe) There To Seller’s Knowledge and understanding none of the current or former independent contractors of the Seller could be reclassified as an employee. The Seller has never been had any slowdown, work stoppage, labor dispute temporary or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeleased employees. To the best No independent contractor of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise Seller is eligible to or provide a basis for the commencement of participate in any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaintsSeller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(a2.17(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company Seville (including any employee of any Target Company Seville who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Companyemployee; (ii) such employee's title, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seville with respect to services performed in 2004;1996 and 1997; and (iv) such employee's annualized compensation as of the date of this Agreement; (vb) Part 2.17(b) of the Disclosure Schedule accurately identifies each Target Employee Plan in which such former employee participates of Seville who is receiving or is eligible scheduled to participate; and receive (vior whose spouse or other dependent is receiving or is scheduled to receive) any Governmental Authorization that is held by benefits (whether from Seville or otherwise) relating to such employee former employee's employment with Seville; and that relates to or is useful in connection with Part 2.17(b) of the applicable Target Company's businessDisclosure Schedule accurately describes such benefits. (bc) Except as set forth in Part 2.18(b2.17(c) of the Target Disclosure Schedule, the Seville is not a party to or bound by, and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (d) The employment of each of the Target Companies' Seville's employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seville at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seville has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeville. (ce) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateSelling Shareholder: (i) such no management or key production employee does not intend of Seville intends to terminate his employment with the applicable Target CompanySeville; (ii) such no employee of Seville has not since September 1, 1997 received an offer to join a business that may be competitive with the business of any Target CompanySeville's business; and (iii) such no employee of Seville is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: on (A) the performance by such employee of any of his its duties or responsibilities as an employee of the Target Company; Seville, or (B) the Target CompanySeville's business or operations. (df) Part 2.18(d) To the knowledge of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract orSelling Shareholder, since January 1, 2002, any employment agreement. (f) There 1995: Seville has not engaged and has never been engaged in any unfair labor practice of any nature; there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Seville or any Target Companyof its employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(a2.16(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller identified in Part 2.16(a) of the Disclosure Schedule (including any employee of any Target Company who is on each, a leave of absence or on layoff status“Business Employee”): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a brief description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042008 and 2009, as well as any changes to the foregoing to which the Seller is contractually obligated for future periods, whether or not contingent; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Employee Plan in which such employee participates or is eligible to participate; and (viv) any Governmental Authorization that is held by such employee and that relates to or is useful used in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, the employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employee. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target Companies. (c) To the best of the actual knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateSeller: (i) such employee does not intend no Business Employee of the Seller intends to terminate his employment with the applicable Target CompanySeller or to refuse employment with the Purchaser after the Closing; (ii) such employee no Business Employee of the Seller has not received an offer to join a business that may be competitive with the business of any Target CompanyBusiness; and (iii) such employee no Business Employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target CompanySeller; or (B) the Target Company's business Business or operationsthe operations thereof. (c) No Business Employee is entitled to any form of compensation in connection with the consummation of the Transactions or his continued employment with the Seller or the acquirer of the Business, including any “stay” bonus or retention payment, whether or not contingent. (d) Part 2.18(d2.16(d) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after Seller who works on product development or engineering matters that are related to the Closing DateBusiness, or who has done so since January 1, 2008: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (viii) any Governmental Authorization that is held by such independent contractor and that relates to or is useful used in connection with any Target Company's the Seller’s business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company The Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any union contract, collective bargaining agreement or similar Contract orContract. Part 2.16(e) of the Disclosure Schedule lists each employment agreement, since January 1consulting agreement, 2002offer letter or similar agreement between the Seller and any Business Employee or consultant or independent contractor of the Seller. The employment of each Business Employee is “at will” (except for non-US employees of the Seller or any of its Subsidiaries located in a jurisdiction that does not recognize the concept of “at will” employment). The Seller has provided Purchaser with true, correct and complete copies of any employment agreementagreement between Seller and a Business Employee. (f) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Company, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best knowledge of the knowledge of ShareholdersSeller, threatened or reasonably anticipated relating to any labor, safety or discrimination other matters involving any Target Business Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.

Employee and Labor Matters. (a) Part 2.18(a2.15(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company the Seller (including any employee of any Target Company the Seller who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanySeller; (ii) such employee's ’s title, and a description of such employee's ’s duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies Seller with respect to services performed in 20042012; (iv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Target Seller Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's Seller’s business. (b) Except as set forth in Part 2.18(b2.15(b) of the Target Disclosure Schedule, Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Seller or otherwise) relating to such former employee’s employment with the Seller; and Part 2.15(b) of the Disclosure Schedule accurately describes such benefits. (c) The employment of each of the Target Companies' Seller’s employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Seller at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesSeller. (cd) To the best of Parent’s and the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateSeller’s knowledge: (i) such no employee does not intend of the Seller intends to terminate his employment with the applicable Target CompanySeller; (ii) such no employee of the Seller has not received an offer to join a business that may be competitive with the business of any Target CompanySeller’s business; and (iii) such no employee of the Seller is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target CompanySeller; or (B) the Target Company's Seller’s business or operations. (de) Part 2.18(d2.15(e) of the Target Disclosure Schedule accurately sets forth, with respect to each independent contractor of any Target Company whose services will be continued by the Purchaser after the Closing DateSeller: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged hired by the applicable Target CompanySeller; (ii) a description of such independent contractor's contractor duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies Seller with respect to services performed in 20042012; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's the Seller’s business. (ef) Except as set forth in Part 2.18(e2.15(f) of the Target Disclosure Schedule, no Target Company the Seller is not a party to or bound by, and no Target Company the Seller has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreementContract. (fg) The Seller is not engaged, and the Seller has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Target Companythe Seller, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of ShareholdersParent’s and the Seller’s knowledge, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Seller Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (h) None of the current or former independent contractors of the Seller could be reclassified as an employee. There are, and at no time have been, any independent contractors who have provided services to the Seller or any Seller Affiliate for a period of six consecutive months or longer. No independent contractor of the Seller is eligible to participate in any Seller Employee Plan.

Employee and Labor Matters. (a) Part 2.18(aSection 4.15(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target the Company (including any employee of any Target the Company who is on a leave of absence or on layoff status): ) (i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company; ; (ii) such employee's title, and a description of such employee's duties and responsibilities; ; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004; (iv) such employee's annualized compensation as of the date of this Agreement; ; (iv) all bonuses and other incentive compensation received by such employee since January 1, 1999, and any accrual for such bonuses and incentive compensation; (v) each Target Employee Current Benefit Plan in which such employee participates or is eligible to participate; and and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful used in connection with the applicable Target Company's business. (b) Except as set forth in Part 2.18(bSchedule 4.15(b) of the Target Disclosure ScheduleSchedule contains a list of individuals who are currently performing services for the Company and are classified as "consultants" or "independent contractors," and the respective compensation of each such "consultant" or "independent contractor." (c) There is no former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from the Company or otherwise) relating to such former employee's employment with the Company. (d) The Company is not a party to or bound by any employment agreement or any union contract, the collective bargaining agreement or similar Contract. (e) The employment of each of the Target Companies' Company's employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employeewill. The Shareholders have Company has delivered or made available to the Purchaser Acquiror or its counsel accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements statements, employment agreements and other materials relating to the employment of the current and former employees of each of the Target CompaniesCompany. (cf) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date: (i) such no employee does not intend of the Company intends to terminate his or her employment with the applicable Target Company; Company and the Company does not have a present intention to terminate the employment of any employee; (ii) such no employee of the Company has not received since March 1, 2000, nor is currently considering, an offer to join a business that may likely would be competitive with the business of any Target Company's business; and and (iii) such no employee of the Company is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may likely would have an adverse effect on: on (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Target Company; , or (B) the Target Company's business or operations. (dg) Part 2.18(d) of To the Target Disclosure Schedule accurately sets forthCompany's Knowledge, with respect to each independent contractor the Company is not engaged, and has never been engaged, in any unfair labor practice of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any Target Companyof its employees. There is not now pending, and to the Knowledge of the Company no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no nor has any event has occurred, and no nor does any condition or circumstance existsexist, that might likely would directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions. (h) To the Company's Knowledge, suits, claims, labor disputes or grievances pending or, to the best each employee of the knowledge Company is in compliance with all applicable visa and work permit requirements. No visa or work permit held by an employee of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges the Company will expire during the six (6) month period beginning at the date of unfair labor practices or discrimination complaintsthis Agreement.

Employee and Labor Matters. (a) Part 2.18(a) 3.18 of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company Exousia (including any employee of any Target Company Exousia who is on a leave of absence or on layoff status): (i) the name of such employee and the date as of which such employee was originally hired by the respective Target CompanyExousia; (ii) such employee's title, and a description of such employee's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004Exousia; (iv) such employee's annualized compensation as of the date of this Agreement; (v) each Target Employee Current Benefit Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful necessary in connection with the applicable Target CompanyExousia's business. (b) Part 3.18 of the Disclosure Schedule accurately identifies each former employee of Exousia who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from Exousia or otherwise) relating to such former employee's employment with Exousia; and Part 3.18 of the Disclosure Schedule accurately describes such benefits. (c) Except as set forth in Part 2.18(b) 3.18 of the Target Disclosure Schedule, the Exousia is not a party to or bound by, and Exousia has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (d) The employment of each of the Target Companies' Exousia's employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company Exousia at will and any such termination would not result in any amount of severance or other payment owing will. Exousia has delivered to such employee. The Shareholders have delivered or made available to the Purchaser CYLW accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target CompaniesExousia, if any. (ce) To the best Knowledge of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing DateExousia: (i) such no employee does not intend of Exousia intends to terminate his employment with the applicable Target CompanyExousia; (ii) such no employee of Exousia has not received an offer to join a business that may be competitive with the business of any Target CompanyExousia's business; and (iii) such no employee of Exousia is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target CompanyPerson) that may have an a material adverse effect on: on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; Exousia, or (B) the Target CompanyExousia's business or operations. (df) Part 2.18(d) of the Target Disclosure Schedule accurately sets forthExousia is not engaged, with respect to each independent contractor and has never been engaged, in any unfair labor practice of any Target Company whose services will be continued by the Purchaser after the Closing Date: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the applicable Target Company; (ii) a description of such independent contractor's duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Target Companies with respect to services performed in 2004; (iv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with any Target Company's business. (e) Except as set forth in Part 2.18(e) of the Target Disclosure Schedule, no Target Company is a party to or bound by, and no Target Company has ever been a party to or bound by, any union contract, collective bargaining agreement or similar Contract or, since January 1, 2002, any employment agreement. (f) nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Exousia or any Target Companyof their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Shareholders, no No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of Shareholders, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Target Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.