Common use of Employees and Consultants Clause in Contracts

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list of any written and a description of any oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with Schedule 2.16 sets forth a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual, and none of such individuals are employed by the Principal Stockholder on the date hereof. The Target Disclosure Letter contains a list Other than offer letters, each of any written which relate to employments-at-will and a description form of any which has been provided to Acquiror, there are no written or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party, or which relate to Target and to which the Principal Stockholder is party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and arrangement, is not a party to any labor or employment proceeding and to the knowledge of Target is not involved in any labor dispute. The Principal Stockholder is not subject to any of the foregoing as they relate to Target. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To There are no pending or, to Target's knowledge, threatened claims or actions (or basis therefor) against Target under any worker's compensation policy or long-term disability policy, except for any claim or action the knowledge existence of Targetwhich would not reasonably be expected, no employee of Target has been injured in the work place individually or in the course of his or her employment except for injuries that are covered by insurance or for which aggregate, to have a claim has been made under workers' compensation or similar lawsMaterial Adverse Effect on Target. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target (or against the Principal Stockholder as they relate to Target) pursuant to IRCA, and to the knowledge of TargetTarget and the Principal Stockholder, there is no basis for the filing of such a complaint complaint, except for those complaints that could reasonably be expected to if decided against Target would not have a Material Adverse EffectEffect on Target. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor and to the knowledge of TargetTarget and the Principal Stockholder, there is there a no basis for any complaint, such a complaint except such for those complaints as could that if decided against Target would not reasonably be expected to have a Material Adverse EffectEffect on Target. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information required to be filed under applicable law with respect to its employees that are due prior to the Closing Date date hereof and otherwise has complied in all material respects in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any where such failure to file or comply non-compliance would not have a Material Adverse Effect on Target. Target has filed and shall file any such reports and information that are required to be filed under applicable law prior to the Closing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted or proposed to be conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation, where such breach or default would have a Material Adverse Effect on Target.

Employees and Consultants. (a) Target The Purchaser has been provided Acquiror copies of all employment agreements entered into between the Company and its current employees. Except as provided in the Employment Agreements or as set forth in Section 3.22 of the Disclosure Schedule, no employee of the Company has been granted the right to continued employment by the Company or to any compensation following termination of employment with a true the Company. Except as provided herein, the Company has no present intention to terminate the employment or engagement of any officer, director, employee, independent contractor or consultant of the Company (“Contractor”) and to the knowledge of the Sellers, no Contractor intends to terminate his or her employment or other engagement with the Company, as applicable. (b) Section 3.22 of the Disclosure Schedule sets forth an accurate, correct and complete list of all individuals employed by Target as (i) employees of the date hereof Company, including each employee’s name, title or position, present annual compensation (including bonuses, commissions and deferred compensation), accrued and unused paid vacation and other paid leave, years of service, interests in any incentive compensation plan, and estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), (ii) individuals who are currently performing services for the position Company who are classified as “consultants” or “independent contractors,” and base (iii) bonuses, severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to each such individual(or as a result of the transactions contemplated herein), any present or former Contractor since the Balance Sheet Date. The Target Disclosure Letter contains a list No employee of any written and a description of any oral employment agreementsthe Company is eligible for, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The with the consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employeeby this Agreement would be eligible for, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property payments that would be considered a "constitute “parachute payment" payments” under section 280G(b)(2) Section 280G of the Code. (ec) To All employee terminations by the Company, whether of individuals or of groups of employees, have been performed in accordance with all applicable Laws, and, to the knowledge of TargetSellers, there is no basis for any Claim against the Company, its officers, employees or directors, with respect to any such termination. Section 3.22(c) of the Disclosure Schedule sets forth each employee termination by the Company since January 1, 2009, together with any severance arrangement agreed with respect to such employee, all of Target which have been fully paid. Except as otherwise noted in Section 3.22(c) of the Disclosure Schedule, each such terminated employee executed and delivered a full release of the Company (and its officers, directors, employees and stockholders), copies of which have been provided to Purchaser. Each such release was obtained in accordance with all applicable Laws, is in full force and effect, enforceable in accordance with its terms, and the terminated employee has been injured in the work place not revoked or in the course of his rescinded, or her employment except for injuries that are covered by insurance attempted to revoke or for which a claim has been made under workers' compensation rescind, or similar lawsotherwise challenged any such release. (fd) Target There is no (i) claim, dispute or controversy pending or, to the knowledge of the Sellers, threatened involving any employee or group of employees; (ii) collective bargaining agreement, union contract or similar agreement or arrangement in effect that covers any employees of the Company; (iii) labor strike, or dispute, lockout or stoppage pending or to the knowledge of the Sellers, threatened against the Company, and the Company has not experienced any labor strike or any material dispute, lockout or stoppage since January 1, 2006; (iv) unfair labor practice charge or complaint against the Company pending or, to the knowledge of the Sellers, threatened before the National Labor Relations Board or before any similar state or foreign agency; (v) organizing activity occurring for purposes of collective bargaining or other collective labor representation; and (vi) charge pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices. (e) The Company has complied in all material respects with all Laws related to the verification requirements employment of its employees, including provisions related to wages, hours, leaves of absence, equal opportunity, working conditions, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the record-keeping requirements payment of the Immigration Reform social security and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectother Taxes. (gf) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints Except as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action set forth in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction Section 3.22 of the United States Equal Employment Opportunity CommissionDisclosure Schedule, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither neither the execution nor and delivery of this Agreement nor the conduct consummation of Target's business as conductedany or all of the contemplated transactions will: (i) entitle any current or former employee of the Company to unemployment compensation or any similar payment, willor (ii) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee or former employee. (g) To the knowledge of the Sellers, no Contractor of the Company has entered into any Contract that restricts or limits in any way (i) the scope or type of work in which such Contractor may be engaged, or (ii) the Contractor’s ability to transfer, assign, or disclose information concerning his work, or any inventions, improvements or Intellectual Property created by such Contractor, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee ObligationCompany.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target the Company as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment employment, except for injuries that are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law laws and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. Target has filed and shall file any such reports and information that are required to be filed prior to the Closing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee ObligationEMPLOYEE OBLIGATION") that could reasonably be expected to would interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to would conflict with any of Target's business as conducted and that could reasonably or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conductedconducted or proposed, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target the Company as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter Schedule contains a list specific identification of any written and a description of any or oral employment agreements, offer letters, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment disputearrangement. (c) The consummation of the transactions contemplated herein will not result in (i) any material amount becoming payable to any employee, director or independent contractor of TargetTarget that would not otherwise have been payable to such person, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any material cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2280G(b)(2)(A) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCAIRCA except such complaints as could not reasonably be expected to have a Material Adverse Effect, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Targetthe Company. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to except as would not have a Material Adverse Effect on TargetEffect. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, conducted will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target the Company as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Except as set forth on Section 2.14 of the Target Disclosure Letter, Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except . Target has filed and shall file any such reports and information that are required to be filed prior to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetClosing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreementagreement (including those agreements referenced in the Target Disclosure Letter), commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to would interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to would conflict with any Target's business. As of the date hereof and as of the Effective Date, none of Target's business as conducted and that employees or contractors has breached, in any material respect, any term or provision of any Employee Obligation, which breach, considered individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect on Target's business. Neither the execution nor or delivery of this Agreement Agreement, nor the conduct consummation of Target's business as conductedthe transactions contemplated by this Agreement, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation. No employee of Target is employed by any other employer as of the date of execution of this Agreement.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party, other than those that are terminable by Target on no more than thirty days notice without liability or financial obligation. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse EffectEffect on Target. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employeesemployees that could reasonably be expected to have a Material Adverse Effect on Target. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. Target has filed and shall file any such reports and information that are required to be filed prior to the Closing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee ObligationObligation that could reasonably be expected to have a Material Adverse Effect on Target.

Employees and Consultants. (a) Target has provided made available to Acquiror with a true and complete list of all individuals employed by Target and each of its subsidiaries as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list of any written and a description of any oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Neither Target nor any of its subsidiaries is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a or party to any general labor or employment dispute. There are no labor unions representing, purporting to represent or, to Target's knowledge, attempting to represent any employee of Target or any of its subsidiaries. (c) The Except as set forth in Section 2.16(c) of the Target Disclosure Letter, the consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of TargetTarget or its subsidiaries, (ii) the acceleration of payment or vesting (except for the May 2001 options) of any benefit, option or right to which any employee, director or independent contractor of Target or its subsidiaries may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or its subsidiaries, or (iv) any cost becoming due or accruing to Target or the Acquiror its subsidiaries with respect to any employee, director or independent contractor of TargetTarget or its subsidiaries, other than as accrued on the Target Financial Statements. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target or any of its subsidiaries has been injured in the work place or in the course of his or her employment except for for: (i) injuries that are covered by insurance insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (fe) Target and each of its subsidiaries has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to . To the knowledge of Target, the information and documents on which Target and its subsidiaries relied to comply with IRCA are true and correct; , and there have not been any discrimination complaints filed against Target or its subsidiaries 24 pursuant to IRCA, and to the knowledge of Targetand, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse EffectEffect on Target. (gf) Neither Target nor any of its subsidiaries has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse EffectEffect on Target. (hg) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employeesthe employees of Target or any of its subsidiaries. (ih) Target and each of its subsidiaries has filed or will file all required reports and information with respect to its their employees that are due prior to the Closing Date and otherwise has have complied in its their hiring, employment, promotion, termination and other labor practices with all applicable federal federal, state and state foreign law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (ji) Target is not aware that any To the knowledge of Target, none of its or its subsidiaries' employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target and its subsidiaries or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's the business as after the Closing Date of Target and its subsidiaries in the manner currently conducted, will, to Target's knowledge, will conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation. (j) There are no strikes, slowdowns or work stoppages pending or, to the knowledge of Target, threatened with respect to the employees of Target or its subsidiaries, nor has any such strike, slowdown or work stoppage occurred or, to the knowledge of Target, been threatened since January 1, 1998. There is no representation claim or petition or complaint pending before the National Labor Board or any state or local agency and, to Target's knowledge, no question concerning representation has been raised or threatened since January 1, 1998 respecting the employees of Target and its subsidiaries. (k) Except as set forth in Section 2.16(k) of the Target Disclosure Letter, Target is not a contractor or subcontractor under any federal, state, local or foreign government contract.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by the Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The Except as contemplated by this Agreement, the consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target, other than for fees and expenses of professional legal and accounting service providers incurred in connection with the transactions contemplated by this Agreement. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correctcorrect in all material respects; and there have not been any discrimination complaints filed against Target pursuant to IRCA. Target has provided Acquiror with a true and complete list of all employees who are not U.S. citizens, and along with a description of the legal status under which each such individual is permitted to work in the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse EffectUnited States. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in all material respects in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) After reasonable inquiry, Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target The Company has provided the Acquiror with a true and complete list of all individuals Persons presently employed by Target the Company or its Subsidiaries, all Persons who presently perform work for the Company or any of its Subsidiaries pursuant to any agreement(s) between the Company (or any of its Subsidiaries, as applicable) and any employment agency, and all currently-engaged independent contractors and consultants (collectively, the "Independent Contractors") of the date hereof Company or any of its Subsidiaries, and the position and total compensation, including base compensation salary or wages, bonus, commissions, and all other available forms of compensation, payable to each such individual. The Target Disclosure Letter contains a list of any individual during the 2001 calendar year. (b) Schedule 2.19 lists all current written and a description of any oral employment agreements, independent contractor agreements, consulting agreements or termination or severance agreements to which Target the Company or any of its Subsidiaries is a party. (b) Target . This Agreement and the transactions contemplated hereby do not and will not violate any such employment agreements or independent contractor or consulting agreements. The Company and its Subsidiaries are in compliance in all material respects with all currently applicable federal, state, and local laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and, to the Company's Knowledge, neither the Company nor any of its Subsidiaries is not a party to or subject to a engaged in any unfair labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment disputepractice. (c) The consummation Company and its Subsidiaries have withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the transactions contemplated herein will not result in (i) foregoing. Neither the Company nor or any amount becoming payable of its Subsidiaries is liable for any payment to any employeetrust or other fund or to any governmental or administrative authority, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, except for such payments as would not be reasonably likely to result in a Material Adverse Effect. There are no pending claims against the Company or any employeeof its Subsidiaries under any workers compensation plan or policy or for long term disability, director except for such payments as would not be reasonably likely to result in a Material Adverse Effect. There are no claims or independent contractor controversies pending or, to the Company's Knowledge, threatened, between Company or any of Targetits Subsidiaries and any of their respective employees or Independent Contractors, which claims of controversies have or will result in an action, suit, proceeding, claim, arbitration or investigation before any agency, court or tribunal, foreign or domestic. (d) Target Neither the Company nor any of its Subsidiaries is not obligated a party to any collective bargaining agreement or other labor union contract and upon consummation the Company has no Knowledge of any activities or proceedings of any labor union to organize any such employees. To the Company's Knowledge, no employees or Independent Contractors of the Merger will not Company or any of its Subsidiaries are in violation of any term of any employment contract, patent disclosure agreement, enforceable non-competition agreement, or any enforceable restrictive covenant to a former employer or customer relating to the right of any such employee or Independent Contractor to be obligated to make employed by the Company or any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of its Subsidiaries because of the Codenature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (e) To No employees or Independent Contractors of the knowledge Company or any of Targetits Subsidiaries have given notice and, to the Company's Knowledge, no such employee of Target has been injured in the work place or in the course of Independent Contractor intends to terminate his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers' compensation contractor or similar laws. (f) Target has complied in all material respects consulting relationship with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 Company ("IRCA"or its Subsidiaries, as applicable); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided made available to Acquiror with a true and complete list of all individuals employed by Target and each of its subsidiaries as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list of any written and a description of any oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Neither Target nor any of its subsidiaries is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a or party to any general labor or employment dispute. There are no labor unions representing, purporting to represent or, to Target's knowledge, attempting to represent any employee of Target or any of its subsidiaries. (c) The Except as set forth in Section 2.16(c) of the Target Disclosure Letter, the consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of TargetTarget or its subsidiaries, (ii) the acceleration of payment or vesting (except for the May 2001 options) of any benefit, option or right to which any employee, director or independent contractor of Target or its subsidiaries may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or its subsidiaries, or (iv) any cost becoming due or accruing to Target or the Acquiror its subsidiaries with respect to any employee, director or independent contractor of TargetTarget or its subsidiaries, other than as accrued on the Target Financial Statements. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target or any of its subsidiaries has been injured in the work place or in the course of his or her employment except for for: (i) injuries that are covered by insurance insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (fe) Target and each of its subsidiaries has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to . To the knowledge of Target, the information and documents on which Target and its subsidiaries relied to comply with IRCA are true and correct; , and there have not been any discrimination complaints filed against Target or its subsidiaries pursuant to IRCA, and to the knowledge of Targetand, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse EffectEffect on Target. (gf) Neither Target nor any of its subsidiaries has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse EffectEffect on Target. (hg) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employeesthe employees of Target or any of its subsidiaries. (ih) Target and each of its subsidiaries has filed or will file all required reports and information with respect to its their employees that are due prior to the Closing Date and otherwise has have complied in its their hiring, employment, promotion, termination and other labor practices with all applicable federal federal, state and state foreign law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (ji) Target is not aware that any To the knowledge of Target, none of its or its subsidiaries' employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target and its subsidiaries or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's the business as after the Closing Date of Target and its subsidiaries in the manner currently conducted, will, to Target's knowledge, will conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation. (j) There are no strikes, slowdowns or work stoppages pending or, to the knowledge of Target, threatened with respect to the employees of Target or its subsidiaries, nor has any such strike, slowdown or work stoppage occurred or, to the knowledge of Target, been threatened since January 1, 1998. There is no representation claim or petition or complaint pending before the National Labor Board or any state or local agency and, to Target's knowledge, no question concerning representation has been raised or threatened since January 1, 1998 respecting the employees of Target and its subsidiaries. (k) Except as set forth in Section 2.16(k) of the Target Disclosure Letter, Target is not a contractor or subcontractor under any federal, state, local or foreign government contract.

Employees and Consultants. (a) Target has provided Acquiror with a true Buyer and complete list of all individuals employed by Target as Corporation agree that on the Closing Date, or the termination of the date hereof and Employee Leasing Agreement, if executed by the position and base compensation payable parties, the employees of Corporation shall cease to each such individualbe employees of Corporation and, except as otherwise determined by Buyer in its sole discretion, shall become employees of Buyer or an affiliate of Buyer on an employment at will basis. The Target Disclosure Letter contains a list Notwithstanding the foregoing, Buyer will have no liability to Corporation if for any reason (i) Buyer decides not to offer employment to any of Corporation's employees (other than employees subject to employment agreements as required by this Agreement), (ii) any written and a description of the employees do not accept Buyer's offer of employment or (iii) any oral of the employees (other than employees subject to the employment agreements) accept employment with Buyer, consulting agreements but such employment is terminated for any reason after the Closing Date, or the termination or severance agreements to which Target is a partyof the Employee Leasing Agreement, if executed by the parties. (b) Target The parties acknowledge and agree that it is not the intention of the parties that all existing contracts of employment, nondisclosure, and nonsolicitation and noncompetition between Corporation and its employees, except as set forth on Schedule 1.1.2, shall be transferred to and assumed by Buyer as a party to result of the transactions described herein and that such contracts shall constitute part of the Transferred Assets hereunder and Buyer shall assume and discharge the liabilities, if any, associated therewith from and after the Closing Date, or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment disputethe termination of the Employee Leasing Agreement, if executed by the parties. (c) The consummation of Corporation shall, if requested by Buyer, assign to Buyer or its designated affiliates the transactions contemplated herein will Corporation's unemployment insurance and workers' compensation experience ratings and take such steps as Buyer shall reasonably request to effect such assignment, if such assignment is permitted and does not result in (i) any amount becoming payable cost, expense or penalty to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right Corporation and is otherwise not prejudicial to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of TargetCorporation. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that are covered Unless prohibited by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Targetlaw, the information and documents on which Target relied Corporation shall make available to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file Buyer all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulationspersonnel records, including without limitation those within names, Social Security numbers, dates of hire by Corporation, dates of birth, number of hours worked each calendar year, and salary histories, for all Corporation's employees. Corporation and Buyer shall also cooperate, both before and after the jurisdiction of the United States Equal Employment Opportunity CommissionClosing Date, United States Department of Labor in exchanging information, including pertinent employment records, benefit information, salary and state compensation records, financial statements and local human rights or civil rights agenciesother data, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote and in taking other action respecting the interests of Target Corporation's employees who become employees of Buyer at or that could reasonably be expected to conflict with any of Target's business as conducted shortly following the Closing Date, and that could reasonably be expected to have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conductedtheir respective beneficiaries and dependents, will, to Target's knowledge, conflict with or result in a material breach each of the termsemployee benefit plans of Corporation and any plans established by Buyer, conditions or provisions of, or constitute a default under, any Employee Obligationso as to secure an orderly and effective transition of the benefit arrangements for such employees of Corporation and their respective beneficiaries and dependents.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual. The Schedule 2.14 of the Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. Target has filed and shall file any such reports and information that are required to be filed prior to the Closing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with Schedule 2.16 sets forth a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list Other than offer letters, each of any written which relate to employments-at-will and a description form of any which has been provided to Acquiror, there are no written or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party, or which relate to Target and to which the Principal Stockholders are party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and arrangement, is not a party to any labor or employment proceeding and to the knowledge of Target is not involved in any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of TargetTarget and the Principal Stockholders, no employee of Target has been materially injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of TargetTarget and the Principal Stockholders, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of TargetTarget and the Principal Stockholders, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of TargetTarget and the Principal Stockholders, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information required to be filed under applicable law with respect to its employees that are due prior to the Closing Date date hereof and otherwise has complied in all material respects in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except . Target has filed and shall file any such reports and information that are required to be filed under applicable law prior to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetClosing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted or proposed to be conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target Seller has provided Acquiror the Buyer with a true true, accurate and complete list of all individuals employed by Target as the names and titles or job descriptions of each employee of the date hereof Seller wholly or primarily dedicated to the Acquired Business, each employee of the Seller who devotes a material portion of his or her time to the Acquired Business and each consultant or independent contractor of the position Seller wholly or primarily dedicated to the Acquired Business, and for each such Person the annual base compensation salary or wages payable to each such individualindividual for the current fiscal year. All such Persons classified by the Seller as independent contractors have satisfied the requirements of applicable Law to be so classified and the Seller has fully and accurately reported each such Person’s compensation on IRS Form 1099 when required to do so. A list as described in this Section 2.12 is attached hereto as Schedule 2.12 including all Transferred Employees. Each employee of the Acquired Business Acquired Business is employed at-will and may terminate his or her employment or be terminated from such employment at any time for any or no reason with or without prior notice. There currently are no, and within the past three (3) years there have not been any, actions, lawsuits, administrative charges, proceedings or investigations pending or, to the knowledge of the Seller, threatened against the Seller before any federal, foreign, state or local court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor with respect to the Acquired Business. The Target Disclosure Letter contains a list of any written and a description of any oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target Seller is not nor has been a party to, and is or has not been bound by, or has been asked to or subject to a labor union or negotiate a collective bargaining agreement or arrangement and is not a party to other agreement or Contract with any labor or employment dispute. (c) The consummation organization with respect to the Acquired Business, nor is any such Contract, as of the transactions contemplated herein will date of this Agreement, being negotiated. Within the past three (3) years the Seller has not result in (i) experienced any amount becoming payable work stoppages, labor strikes, lock-outs, picketing or slowdowns due to labor disagreements and, to the knowledge of the Seller, none are threatened as of the date of this Agreement with respect to the Acquired Business or any employee. The Seller has not incurred any liability or obligation that remains unsatisfied under the federal Worker Adjustment and Retraining Notification Act of 1988, director or independent contractor as amended (the “WARN Act”), and any similar state Laws. The Seller has made timely and proper payment of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror all amounts payable with respect to any employee, director consultant, contract worker or other service provider of the Acquired Business, including all wages, commissions, bonuses, severance payments, independent contractor of Target. (d) Target is not obligated payments, reimbursements, other amounts due pursuant to any employment or services agreement, withholding for income and upon consummation employment Taxes, or otherwise have made appropriate accruals on their books. No employee, consultant, contract worker or other service provider of the Merger will not be obligated Acquired Business is currently the subject of any complaint or investigation regarding sexual harassment, or other discrimination, or retaliation with respect to make any payment such employee’s employment by the Seller. No employee, consultant, contract worker or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) other service provider of the Code. (e) To Acquired Business has given the knowledge of Target, no employee of Target has been injured in the work place or in the course of Seller notice terminating his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers' compensation service, or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on Target. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of terminating his or her best efforts to promote the interests of Target employment or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably be expected to have service upon a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions sale of, or constitute a default underbusiness combination relating to, any Employee Obligationthe Acquired Business.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitledentitled (including without limitation the acceleration of vesting under any stock option, stock purchase, or stock restriction agreement to which such person is a party), (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) to Target's knowledge, any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified in writing of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) To Target's knowledge, Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, Commission and the United States Department of Labor Labor. Target has filed and state shall file any such reports and local human rights or civil rights agencies, except information that are required to be filed prior to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetClosing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to would interfere with the use of his or her best reasonable efforts to promote the interests of Target or that could reasonably be expected to would conflict with any of Target's business as conducted and that could reasonably conduct or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target Acquiror has provided Acquiror Target with a true and complete list of all individuals employed by Target the Company as of the date hereof and the position and base compensation payable to each such individual. The Target Acquiror Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target Acquiror is a party. (b) Target Acquiror is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of TargetAcquiror, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target Acquiror may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target Acquiror or (iv) any cost becoming due or accruing to Acquiror or Target or the Acquiror with respect to any employee, director or independent contractor of TargetAcquiror. (d) Target Acquiror is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of TargetAcquiror, no employee of Target Acquiror has been injured in the work place or in the course of his or her employment employment, except for injuries that are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target Acquiror has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of TargetAcquiror, the information and documents on which Target Acquiror relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target Acquiror pursuant to IRCA, and to the knowledge of TargetAcquiror, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target Acquiror has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of TargetAcquiror, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) TargetAcquiror's action in complying with the terms of this Agreement will not violate any agreements with any of TargetAcquiror's employees. (i) Target Acquiror has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetAcquiror. Acquiror has filed and shall file any such reports and information that are required to be filed prior to the Closing Date. (j) Target Acquiror is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee ObligationEMPLOYEE OBLIGATION") that could reasonably be expected to would interfere with the use of his or her best efforts to promote the interests of Target Acquiror or that could reasonably be expected to would conflict with any of TargetAcquiror's business as conducted and that could reasonably conduct or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of TargetAcquiror's business as conductedconducted or proposed, will, to TargetAcquiror's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by the Target as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. Except as set forth on the Target Disclosure Letter, no employee has entered into any employment agreement which varies in any material terms from the Target's standard form agreement as provided to Acquiror. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no No employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected complaint. Target has provided Acquiror with a true and complete list of all employees who are not U.S. citizens, along with a description of the legal status under which each such individual is permitted to have a Material Adverse Effectwork in the United States. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except . Target has filed and shall file any such reports and information that are required to be filed prior to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetClosing Date. (j) Target is not aware that any To the knowledge of its Target, after reasonable investigation, none of Target's employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conductedconducted or proposed, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.

Employees and Consultants. (a) Target has provided Acquiror with a true and complete list of all individuals employed by Target the Company as of the date hereof and the position and base compensation payable to each such individual. The Target Disclosure Letter contains a list description of any written and a description of any or oral employment agreements, consulting agreements or termination or severance agreements to which Target is a party. (b) Target is not a party to or subject to a labor union or a collective bargaining agreement or arrangement and is not a party to any labor or employment dispute. (c) The Except as otherwise set forth in Section 2.16, the consummation of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director or independent contractor of Target, (ii) the acceleration of payment or vesting of any benefit, option or right to which any employee, director or independent contractor of Target may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or (iv) any cost becoming due or accruing to Target or the Acquiror with respect to any employee, director or independent contractor of Target. (d) Target is not obligated and upon consummation of the Merger will not be obligated to make any payment or transfer any property that would be considered a "parachute payment" under section 280G(b)(2) of the Code. (e) To the knowledge of Target, no employee of Target has been injured in the work place or in the course of his or her employment except for injuries that which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. (f) Target has complied in all material respects with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Target, the information and documents on which Target relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Target pursuant to IRCA, and to the knowledge of Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effectcomplaint. (g) Target has not received or been notified of any written complaint by any employee, applicant, union or other party of any discrimination or other conduct forbidden by law or contract, nor to the knowledge of Target, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect. (h) Target's action in complying with the terms of this Agreement will not violate any agreements with any of Target's employees. (i) Target has filed or will file all required reports and information with respect to its employees that are due prior to the Closing Date and otherwise has complied in its hiring, employment, promotion, termination and other labor practices with all applicable federal and state law and regulations, including without limitation those within the jurisdiction of the United States Equal Employment Opportunity Commission, United States Department of Labor and state and local human rights or civil rights agencies, except . Target has filed and shall file any such reports and information that are required to be filed prior to the extent that any such failure to file or comply would not have a Material Adverse Effect on TargetClosing Date. (j) Target is not aware that any of its employees or contractors is obligated under any agreement, commitments, judgment, decree, order or otherwise (an "Employee Obligation") that could reasonably be expected to interfere with the use of his or her best efforts to promote the interests of Target or that could reasonably be expected to conflict with any of Target's business as conducted and that could reasonably or proposed to be expected to have a Material Adverse Effect on Targetconducted. Neither the execution nor delivery of this Agreement nor the conduct of Target's business as conducted or proposed to be conducted, will, to Target's knowledge, conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Employee Obligation.