Common use of Employee and Labor Relations Clause in Contracts

Employee and Labor Relations. (a) Each Company is in material compliance with all Laws governing the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes. (b) No Company is a party to a collective bargaining agreement or otherwise bound to a collective bargaining agreement or any Contract relating to similar matters. No application or petition for an election of or for certification of a collective bargaining agent relating to any of the Companies is pending as of the date of this Agreement. (c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at any time by or on behalf of any union, works council or other labor organization or group of employees with respect to any employees of any of the Companies. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions. (d) Except as set forth on Section 4.14(d) of the Company Disclosure Schedule, there is no unfair labor practice charge or complaint against any of the Companies pending before the National Labor Relations Board or similar Government Entity and no such charge or complaint has been made against any Company since January 1, 2011. There has been no charge of discrimination filed against any of the Companies with the Equal Employment Opportunity Commission or similar Government Entity during the last three years prior to the date hereof. (e) No Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment with any of the Companies has terminated during the ninety (90) day period prior to the date of this Agreement.

Employee and Labor Relations. (ai) Each Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or contract with any labor union. There are no labor unions or other organizations representing, purporting to represent or, to the Knowledge of the Company, attempting to represent, any employee of the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no organizing activities involving the Company or any of its Subsidiaries pending or threatened by any labor organization or group of employees of the Company or any of its Subsidiaries. (ii) There are no (A) strikes, work stoppages, slowdowns, lockouts or arbitrations or (B) material grievances or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries. (iii) Except as set forth on Schedule 8.01(q) hereto, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened to be brought or filed with any Governmental Authority based on, arising out of, in material connection with or otherwise relating to the employment by the Company or any of its Subsidiaries of any individual, including any claim relating to employment discrimination, the ADA, equal pay, employee safety and health, wages and hours or workers' compensation. (iv) Hours worked by and payments made to employees of the Company and its Subsidiaries have not been in violation of the federal Fair Labor Standards Act or any other Law dealing with such matters except for violations that would not in the aggregate have a Material Adverse Effect. (v) The Company and its Subsidiaries are in compliance with all Laws governing and Orders relating to the employment of labortheir employees, including all such Laws and Orders relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, safety and health, workers’ compensation ' compensation, pay equity, the ADA and the collection and payment of withholding and/or Social Security social security Taxes and similar Taxes, other than non-compliance that would not in the aggregate have a Material Adverse Effect. (b) No Company is a party to a collective bargaining agreement or otherwise bound to a collective bargaining agreement or any Contract relating to similar matters. No application or petition for an election of or for certification of a collective bargaining agent relating to any of the Companies is pending as of the date of this Agreement. (c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at any time by or on behalf of any union, works council or other labor organization or group of employees with respect to any employees of any of the Companies. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions. (dvi) Except as set forth on Section 4.14(d) of Schedule 8.01(q), neither the Company Disclosure Schedule, there is no unfair labor practice charge or complaint against nor any of the Companies pending before the National Labor Relations Board its Subsidiaries is a contractor or similar Government Entity and no such charge or complaint has been made against subcontractor with obligations under any Company since January 1, 2011. There has been no charge of discrimination filed against any of the Companies with the Equal Employment Opportunity Commission or similar Government Entity during the last three years prior to the date hereof. (e) No Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreignfederal, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment with any of the Companies has terminated during the ninety (90) day period prior to the date of this Agreementgovernment contracts.

Employee and Labor Relations. Except as may be disclosed on Schedule 4.28: (a) Each there is no labor strike, dispute, slowdown, work stoppage, or lockout actually pending or to the Knowledge of the Company is in material compliance with all Laws governing or the employment of laborStockholders Threatened, including all against or affecting the Company or the Business, and during the past two years, there has not been any such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes.action; (b) No no union organizational campaign is in progress with respect to the employees of Company and no formal question concerning representation exists respecting such employees; (c) there is no existing employee grievance procedure that is pending or to the Knowledge of the Company or the Stockholders Threatened; (d) to the Knowledge of the Company or the Stockholders, no charges with respect to or relating to Company are pending before any Governmental Agency responsible for the prevention of unlawful employment practices, and Company has not received written notice of the intent of Governmental Agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the present employment-related practices of Company and no such investigation is in progress; (e) Company is not and has never been a party to a any collective bargaining agreement or otherwise bound to a collective bargaining agreement other labor contract. Since January 1, 2007, there has not been, nor is there presently pending or existing or there is not Threatened, (a) any Contract strike, slowdown, picketing, or work stoppage, (b) any Proceeding against or affecting Company relating to similar the alleged violation of any Legal Requirement pertaining to labor relations or employment matters. No , including any charge or complaint filed by an employee or union with any Governmental Agency, union organizing activity, or other labor or employment dispute against or affecting Company or its premises, or (c) any application or petition for an election of or for certification of a collective bargaining agent relating agent. No event has occurred or, to any of the Companies is pending as of the date of this Agreement. (c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at Company and the Stockholders circumstance exists that could provide the basis for any time by or on behalf of any union, works council work stoppage or other labor organization or group of employees with respect to any employees of any of the Companiesdispute. There is no unionlockout of any employees by Company, works counciland Company contemplates no such action before the Closing Date. Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, and plant closing. Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other labor organizationamounts, whichhowever designated, pursuant for failure to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions. (d) Except as set forth on Section 4.14(d) of the Company Disclosure Schedule, there is no unfair labor practice charge or complaint against any of the Companies pending before the National Labor Relations Board or similar Government Entity and no such charge or complaint has been made against any Company since January 1, 2011. There has been no charge of discrimination filed against any of the Companies with the Equal Employment Opportunity Commission or similar Government Entity during the last three years prior to the date hereof. (e) No Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment comply with any of the Companies has terminated during the ninety (90) day period prior to the date of this Agreementforegoing Legal Requirements.

Employee and Labor Relations. Except as set forth on Schedule 4.15: (a) Each The Company is not delinquent in payments to any Company Employees or Consultants for any wages, salaries, commissions, bonuses or other direct compensation for any service performed for it to the date hereof or for amounts required to be reimbursed to such Company Employees and Consultants. The Company has complied in all material compliance respects with all state and federal equal employment opportunity Laws governing the employment of laborand with other applicable Laws related to employment, including all such Laws relating those related to wages, hours, worker classification and collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes. (b) No There has not been pending or existing in the twenty-four (24) months immediately preceding the date of this Agreement any strike, slowdown, work stoppage or lockout involving any Company Employees or, to the Knowledge of Seller, any efforts or campaign by any Company Employees or third-parties to organize any Company Employees into any organization or union for the purpose of collectively negotiating with the Company employment terms and conditions of Company Employees. (c) There are no collective bargaining or other labor union agreements to which the Company is a party or by which the Company is bound or that otherwise cover any Company Employees (solely with regard to a collective bargaining agreement or otherwise bound to a collective bargaining agreement or any Contract relating to similar matters. No their relationship with the Company), and no application or petition for an election of or for certification of a collective bargaining agent relating to any of the Companies is pending as of the date of this Agreement. (c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at any time by or on behalf of any union, works council or other labor organization or group of employees with respect to any employees of any of the Companies. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the TransactionsCompany Employees. (d) Except as set forth on Section 4.14(d) of the Company Disclosure Schedule, there There is no unfair labor practice charge or complaint against the Company or that involves (solely with regard to their relationship with the Company) any of the Companies Company Employees pending before the National Labor Relations Board or similar Government Entity Board, and no such charge or complaint has been made against any Company since January 1, 2011. during the twelve (12) months immediately preceding the date of this Agreement. (e) There has been no charge of discrimination or complaint involving (solely with regard to their relationship with the Company) any Company Employee or that has been filed against any the Company, or to the Knowledge of the Companies Seller, threatened, with the Equal Employment Opportunity Commission or similar Government Governmental Entity during the last three years prior to the date hereof. twelve (e12) No Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment with any of the Companies has terminated during the ninety (90) day period prior to months immediately preceding the date of this Agreement.

Employee and Labor Relations. (a) Each The Company is in material compliance with all Laws governing the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes. (b) No The Company is not a party to a collective bargaining agreement or and is not otherwise bound to a collective bargaining agreement or any Contract relating to similar matters. No application or petition for an election of or for certification of a collective bargaining agent relating to any of the Companies Company is pending as of the date of this Agreement. (c) There has not been any strike, slowdown, work stoppage or lockout involving the any Company. To the Knowledge of the Company, there has been no union organizing, election or other activities made or threatened at any time by or on behalf of any union, works council or other labor organization or group of employees with respect to any employees of any of the CompaniesCompany. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions. (d) Except as set forth on Section 4.14(d) of the Company Disclosure Schedule, there is no unfair labor practice charge or complaint against any of the Companies Company pending before the National Labor Relations Board or similar Government Entity and no such charge or complaint has been made against any the Company since January 1, 20112010. There has been no charge of discrimination filed against any of the Companies Company with the Equal Employment Opportunity Commission or similar Government Entity during the last three years prior to the date hereof. (e) No The Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to Purchaser. Section 4.14(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all individuals whose employment with any of the Companies Company has terminated during the ninety (90) day period prior to the date of this Agreement.