Common use of Employees and Consultants Clause in Contracts

Employees and Consultants. (a) Target has made available to Acquiror a 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. (b) Neither Target nor any of its subsidiaries is a party to or subject to a labor union or a collective bargaining agreement or arrangement 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) 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 Target or its subsidiaries, (ii) the acceleration of payment or vesting 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 its subsidiaries with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial Statements. (d) 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: (i) injuries that are covered by insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (e) 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 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 Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect on Target. (f) Neither Target nor any of its subsidiaries has 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 on Target. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target or any of its subsidiaries. (h) Target and each of its subsidiaries has filed or will file all required reports and information with respect to their employees that are due prior to the Closing Date and otherwise have complied in their hiring, employment, promotion, termination and other labor practices with all applicable federal, state and 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. (i) 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 have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of the business after the Closing Date of Target and its subsidiaries in the manner currently 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. (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, 1997. 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, 1997 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 Company has made available to Acquiror provided Parent with a true and complete list of all individuals employed by Target the top twenty-four (24) most highly compensated employees of Company and each of its subsidiaries the Company Subsidiaries, taken as a whole, as of the date hereof and the position and base compensation payable to each such individual. The Company 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 Company or any Company Subsidiary is a party. (b) Neither Target Company nor any of its subsidiaries Company Subsidiary is a party to or subject to a labor union or a collective bargaining agreement or arrangement or and is not a 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) Except as set forth in Section 2.16(c) of the Target Disclosure Letter, the 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 Company or its subsidiariesany Company Subsidiary, (ii) the acceleration of payment or vesting or the granting of any benefit, option option, stock appreciation right, restricted stock award, phantom stock award or other right to which any employee, director or independent contractor of Target Company or its subsidiaries any Company Subsidiary may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target Company or its subsidiariesany Company Subsidiary, or (iv) any material cost becoming due or accruing to Target Company, any Company Subsidiary or its subsidiaries the Parent with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial StatementsCompany. (d) To the knowledge of TargetCompany, no neither the Company nor any Company Subsidiary has any liability with respect to any employee of Target Company or any of its subsidiaries has been Company Subsidiary injured in the work place or in the course of his or her employment except for: (i) for injuries that are covered by insurance, insurance or (ii) injuries for which a claim has been made under workers' compensation or similar lawsLaws or for such liabilities as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Company. (e) Target Company and each of its subsidiaries Company Subsidiary 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 TargetCompany, the information and documents on which Target and its subsidiaries Company or a Company Subsidiary relied to comply with IRCA are true and correct, ; and there have not been any discrimination complaints filed against Target Company or its subsidiaries any Company Subsidiary pursuant to IRCA, and, and to the knowledge of TargetCompany, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect on TargetCompany. (f) Neither Target Company nor any of its subsidiaries Company Subsidiary has 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 Law or contract, nor to the knowledge of TargetCompany, is there a basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect on TargetCompany. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target or any of its subsidiaries. (h) Target Company and each of its subsidiaries Company Subsidiary has filed or will file all required reports and information with respect to their its employees that are due prior to the Closing Date and otherwise have has complied in their its hiring, employment, promotion, termination and other labor practices with all applicable federal, state and foreign law and regulationsLaws, 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 TargetCompany. (ih) To the knowledge of Target, none Neither Company nor any Company Subsidiary is aware that any 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 Company or the Company Subsidiary, as applicable, in a manner 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 the business after the Closing Date of Target and its subsidiaries in the manner currently 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 ObligationCompany. (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, 1997. 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, 1997 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 made available to Acquiror of the VCI Disclosure Schedule contains a complete list of all individuals employed by Target current employees and each consultants of VCI and its subsidiaries as of the date hereof and Subsidiaries, along with the position and base the annual rate of compensation payable to of each such individual. (b) Neither Target nor person. Except as specified in Section 3.16 of the VCI Disclosure Schedule, each current management level employee, key employee and consultant to VCI and its Subsidiaries has entered into a confidentiality and assignment of inventions agreement with VCI, a copy of each of which has previously been delivered to HCC. To the knowledge of VCI, no key employee or consultant or group of employees or consultants has any plans to terminate employment or the provision of its subsidiaries is a party to or subject to a labor union or a collective bargaining agreement or arrangement 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 consulting services with VCI or any of its subsidiaries. (c) Subsidiaries. Except as set forth in Section 2.16(c) 3.16 of the Target VCI Disclosure LetterSchedule, the consummation neither VCI nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, and claims of unfair labor practices or other collective bargaining disputes. Except as set forth in Section 3.16 of the transactions contemplated herein will not result in (i) any amount becoming payable to any employeeVCI Disclosure Schedule, director or independent contractor of Target or its subsidiaries, (ii) the acceleration of payment or vesting VCI has no knowledge of any benefitorganizational effort made or threatened, option either currently or right to which any employeesince its inception, director by or independent contractor of Target or its subsidiaries may be entitled, (iii) the forgiveness on behalf 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 its subsidiaries labor union with respect to any employee, director or independent contractor employees of Target or its subsidiaries, other than as accrued on the Target Financial Statements. (d) To the knowledge of Target, no employee of Target VCI or any of its subsidiaries has been injured in the work place or in the course of his or her employment except for: (i) injuries that are covered by insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (e) Target and each Subsidiaries. Neither VCI nor any of its subsidiaries Subsidiaries has any agreements or arrangements with persons titled as independent contractors or consultants, as a result of which, by virtue of the control exercised by VCI or any of its Subsidiaries, the type of work performed by the persons or any other circumstances, such persons could reasonably be deemed to be employees of VCI or any of its Subsidiaries. VCI and its Subsidiaries have complied in all material respects with the verification requirements all record keeping and the record-keeping requirements of the Immigration Reform tax reporting obligations relating to income and Control Act of 1986 ("IRCA"). To the knowledge of Target, the information and documents on which Target and its subsidiaries relied employment taxes due with respect to comply with IRCA are true and correct, and there have not been any discrimination complaints filed against Target compensation paid to employees or its subsidiaries pursuant independent contractors providing services 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 on Target. (f) Neither Target nor any of its subsidiaries has 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 on Target. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target VCI or any of its subsidiariesSubsidiaries. (h) Target and each of its subsidiaries has filed or will file all required reports and information with respect to their employees that are due prior to the Closing Date and otherwise have complied in their hiring, employment, promotion, termination and other labor practices with all applicable federal, state and 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. (i) 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 have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of the business after the Closing Date of Target and its subsidiaries in the manner currently 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. (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, 1997. 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, 1997 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 made available to Acquiror SECTION 2.16 of the Company Disclosure Letter contains a true and complete list of all individuals employed by Target and each of its subsidiaries the Company as of the date hereof and the position and base compensation payable to each such individual. The Company Disclosure Letter contains a description of any written or oral employment agreements, consulting agreements or termination or severance agreements to which Company is a party, including any provisions providing for acceleration of payment or vesting of any benefit or lapse of repurchase rights (or eligibility for such acceleration or lapse by virtue of the Merger). (b) Neither Target nor any of its subsidiaries Company is not a party to or subject to a labor union or a collective bargaining agreement or arrangement or and is not a 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) Except as set forth in Section 2.16(c) of the Target Disclosure Letter, the 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 or its subsidiariesCompany, (ii) the acceleration of payment or vesting of any benefitbenefit or lapse of repurchase rights (or eligibility for such acceleration or lapse by virtue of the Merger), option or right to which any employee, director or independent contractor of Target or its subsidiaries Company may be entitled, (iii) the forgiveness of any indebtedness of any employee, director or independent contractor of Target or its subsidiaries, Company or (iv) any cost becoming due or accruing to Target Company or its subsidiaries the Parent with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial StatementsCompany. (d) To Except as set forth on SECTION 2.16 of the knowledge Company Disclosure Letter, Company is not obligated and upon consummation of Targetthe 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) As of the date of this Agreement, to Company's knowledge, no employee of Target or any of its subsidiaries Company has been injured in the work place or in the course of his or her employment except for: (i) for injuries that which are covered by insurance, insurance or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (ef) Target and each of its subsidiaries Company 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 TargetCompany, the information and documents on which Target and its subsidiaries Company relied to comply with IRCA are true and correct, ; and there have not been any discrimination complaints filed against Target or its subsidiaries Company pursuant to IRCA, and, and to the knowledge of TargetCompany, there is no basis for the filing of such a complaint that could reasonably be expected complaint. Attached to have SECTION 2.16 of the Company Disclosure Letter is a Material Adverse Effect on Targettrue and complete list of all employees who, to the Company's knowledge, are not U.S. citizens, along with a description of the legal status under which each such individual is permitted to work in the United States. (fg) Neither Target nor any of its subsidiaries Company 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 TargetCompany, is there a reasonable basis for any complaint, except such complaints as could not reasonably be expected to have a Material Adverse Effect on Target. (gh) TargetCompany's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target or any of its subsidiariesCompany's employees. (hi) Target and each of its subsidiaries Company has filed or will file all required reports and information with respect to their its employees that are due prior to the date of this Agreement and the Closing Date and otherwise have has complied in their its hiring, employment, promotion, termination and other labor practices with all applicable federal, federal and state and 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 . Company 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. (ij) To the knowledge of Target, Company none of its or its subsidiaries' Company'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 and its subsidiaries Company or that could reasonably be expected to have a Material Adverse Effect on Targetconflict with any of Company's business as currently conducted or proposed to be conducted. Neither the execution nor delivery of this Agreement nor the conduct of the Company's business after the Closing Date of Target and its subsidiaries in the manner as currently conductedconducted or proposed, will, to TargetCompany'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. (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, 1997. 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, 1997 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 made available to Acquiror Set forth in Section 2.16(a) of the Company Disclosure Schedule is a complete list of all individuals employed by Target and each of its subsidiaries list, as of the date hereof of this Agreement, containing (i) the names of all current employees (including full-time, part-time, temporary and all other employees), current independent contractors and current consultants of the Company and the position Company Subsidiaries, (ii) their current respective base salaries, wages or other compensation, fringe benefits, target incentive and/or bonus compensation and base title, and (iii) their work location. Except as provided in Section 2.16(a) of the Company Disclosure Schedule, (i) all employees are employed on an “at-will” basis and their employment can be terminated at any time for any reason without any amounts being owed to such individual other than as required under such employee’s employment agreement with the Company or a Company Subsidiary or applicable Legal Requirements, and (ii) the Company’s and the Company Subsidiaries’ relationships with all Persons who act as contractors or other service providers to the Company or a Company Subsidiary can be terminated at any time for any reason without any amounts being owed to such individual other than with respect to compensation payable or payments accrued before the termination. Set forth on Section 2.16(a) of the Company Disclosure Schedule is a true and accurate list of all former employees of the Company and the Company Subsidiaries whose employment has terminated either voluntarily or involuntarily in the two-year period preceding the date hereof. No claims have been made or, to each such individualthe Knowledge of the Company, threatened against the Company or a Company Subsidiary by any former or present employee based on employment discrimination, wrongful discharge, or any other circumstance relating to, arising from or in connection with the employment relationship with the Company or a Company Subsidiary. (b) Neither Target nor any Each Company Employee employed in the United States is (i) a United States citizen, (ii) a lawful permanent resident of its subsidiaries is a party the United States, or (iii) an alien authorized to or subject to a labor union work in the United States either specifically for the Company or a collective bargaining agreement Company Subsidiary or arrangement for any United States employer. The Company and the Company Subsidiaries are in compliance in all material respects with applicable Legal Requirements in the United States with respect to work status and employment eligibility verification obligations, have completed a Form I-9 (Employment Eligibility Verification) for each Company Employee, and each such Form I-9 has been updated as required by applicable Legal Requirements and is correct and complete as of the date hereof. Each Company Employee not employed in the United States is authorized to work in the applicable jurisdiction either specifically for the Company or party a Company Subsidiary or for any employer in such jurisdiction, and the Company and the Company Subsidiaries are in compliance with applicable Legal Requirements in such jurisdictions with respect 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 subsidiarieswork status. (c) Except as set forth in Section 2.16(c) The Company and the Company Subsidiaries have, or will have no later than the Closing Date, paid all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Target Disclosure Letter, Company Employees and any other amounts due to be paid to the consummation of Company Employees through the transactions contemplated herein will not result Closing Date. The Company and the Company Subsidiaries are in (i) any amount becoming payable to any employee, director or independent contractor of Target or its subsidiaries, (ii) the acceleration of payment or vesting 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 its subsidiaries with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial Statements. (d) 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: (i) injuries that are covered by insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (e) Target and each of its subsidiaries has complied compliance in all material respects with the verification requirements all Legal Requirements governing employment and labor, including all contractual commitments and all such Legal Requirements relating to wages, hours, affirmative action, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the record-keeping requirements collection and payment of withholding and/or Social Security Taxes and similar Taxes, including the Age Discrimination in Employment Act, as amended, Title VII of the Immigration Reform and Control Civil Rights Act of 1986 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act ("IRCA"29 U.S.C. 201, et seq.), as amended (“FLSA”), the Americans with Disabilities Act, as amended, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), the Occupational Safety and Health Act, as amended, the Family and Medical Leave Act (29 U.S.C. 2601, et seq.), as amended, the National Labor Relations Act of 1935, as amended, Executive Order 11246 and any other Executive Orders or regulations governing affirmative action, XXX-0, XXXX-000 and 100A reporting obligations, the Immigration Nationality Act (8 U.S.C. 1324a, et seq.), as amended, and all similar applicable Legal Requirements (collectively, the “Labor Laws”). To The Company and the knowledge Company Subsidiaries have, during the five year period prior to the date hereof, conducted their businesses in compliance with all applicable Labor Laws in all material respects. The Company and the Company Subsidiaries have withheld all amounts required by Legal Requirement or contract to be withheld from the wages or salaries of Targettheir employees and are not liable for the payment of any arrears of wages or other Taxes, the information and documents on which Target and its subsidiaries relied penalties, fines or other compensation of any kind, however designated, for failure 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 Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect on Target. (f) Neither Target nor any of its subsidiaries has 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 on Target. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees foregoing. The Company and the Company Subsidiaries have maintained adequate and legally-compliant records regarding the service of Target or any each Company Employee, including records of its subsidiaries. (h) Target working time. The Company and each of its subsidiaries has filed or will file all required reports and information with respect to the Company Subsidiaries have properly classified their employees that are due prior pursuant to the Closing Date and otherwise have complied in their hiring, employment, promotion, termination and other labor practices with all applicable federal, state and 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. (i) 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 have a Material Adverse Effect on TargetFLSA. Neither the execution Company nor delivery of this Agreement nor the conduct of the business after the Closing Date of Target any Company Subsidiary is, and its subsidiaries in the manner currently conductedlast three years none has been, 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. (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, 1997. 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, 1997 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 contractcontractor. (d) Section 2.16(d) of the Company Disclosure Schedule contains a true and compete list of any and all current employment, change in control, severance, retention, termination, non-competition, non-solicitation, confidentiality, assignment of inventions and other similar employment contracts, arrangements or policies, whether written or oral, between the Company or a Company Subsidiary, on the one hand, and any individual, on the other hand (other than at-will employment arrangements, but including all contracts, arrangements or policies that affect at-will Company Employees). (e) There has been no “mass layoff” or “plant closing” (as defined by WARN and/or other applicable Legal Requirements) with respect to the Company or any Company Subsidiary within the six months prior to the date of this Agreement. As of the date of this Agreement, no employee has given notice to the Company or a Company Subsidiary that such employee intends to terminate his or her employment with the Company or such Company Subsidiary. There are no material proceedings pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary by any current or former employees. (f) Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other labor union contract and there are no labor or collective bargaining agreements to which the Company or any Company Subsidiary and the current employees of the Company and the Company Subsidiaries are subject or to which the Company or a Company Subsidiary has been subject with respect to any former employee of the Company or a Company Subsidiary, when such former employee was employed by the Company or a Company Subsidiary, nor does the Company have Knowledge of any activities or proceedings of any labor union or similar organization to organize the employees of the Company or any Company Subsidiary as of the date of this Agreement. (g) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations; or (ii) material grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary by or on behalf of any current or former employee or group of employees of the Company or any Company Subsidiary. (h) There are no complaints, charges or claims against the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened that could be brought or filed, with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of or failure to employ, any individual.

Employees and Consultants. (a) Target has made available The Acquired Companies have provided to Acquiror a complete list Buyer the following information for each employee of all individuals employed by Target each Acquired Company, including each employee on leave of absence or layoff status: employer, name, job title, date of hiring, details of leave of absence or layoff, rate of compensation, bonus arrangement, and each of its subsidiaries any change in compensation or bonus since October 31, 2011, vacation, sick time, and personal leave accrued as of the date hereof October 31, 2012, and the position service credited for purposes of vesting and base compensation payable eligibility to each such individualparticipate under any Employee Plan. Except as set forth on Part 3.20(a), since October 31, 2011, no Acquired Company has granted or become obligated to grant any increases in wages, incentives, commissions or salary of, or paid or become obligated to pay any bonus to, or made or become obligated to make any similar payment to or grant any benefit to or on behalf of, any officer, employee, or agent. (b) Neither Target nor any The Acquired Companies have provided to Buyer the following information for every independent contractor, consultant, or sales agent of its subsidiaries is a party each Acquired Company: name, responsibilities, date of engagement, and compensation. Each such independent contractor, consultant, or sales agent qualifies as an independent contractor in relation to or subject such Acquired Company for purposes of all applicable Legal Requirements, including those relating to a labor union or a collective bargaining agreement or arrangement or party to any general labor or employment dispute. There are no labor unions representingTaxes, purporting to represent orinsurance, to Target's knowledge, attempting to represent any and employee of Target or any of its subsidiariesbenefits. (c) Except as set forth in Section 2.16(c) Part 3.20(c), to the Knowledge of the Target Disclosure Letter, the consummation of the transactions contemplated herein will not result in Sellers (i) no director, officer, or other employee making in excess of $70,000 per year of any amount becoming payable Acquired Company has notified such Acquired Company in writing of his or her intention to any employeeterminate such Person’s employment with such Acquired Company, director or independent contractor of Target or its subsidiaries, and (ii) the acceleration of payment or vesting of any benefitno independent contractor, 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 subsidiariesconsultant, or (iv) sales agent to whom any cost becoming due Acquired Company pays in excess of $70,000 per year has notified such Acquired Company in writing that he or accruing she intends to Target or its subsidiaries terminate such Person’s arrangement with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial Statementssuch Acquired Company. (d) 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: (i) injuries that are covered by insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (e) 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 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 Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect on Target. (f) Neither Target nor any of its subsidiaries has 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 on Target. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target or any of its subsidiaries. (h) Target and each of its subsidiaries has filed or will file all required reports and information with respect to their employees that are due prior to the Closing Date and otherwise have complied in their hiring, employment, promotion, termination and other labor practices with all applicable federal, state and 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. (i) 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 have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of the business after the Closing Date of Target and its subsidiaries in the manner currently 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. (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, 1997. 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, 1997 respecting the employees of Target and its subsidiaries. (k) Except as set forth in Section 2.16(kPart 3.20(d), no Acquired Company has any direct or indirect, express or implied, obligation to pay severance or termination pay in excess of $50,000 to any officer or employee. (e) The Acquired Companies have provided to Buyer the following information for each retired employee or director of any Acquired Company, or their dependents, receiving benefits or scheduled to receive benefits from any Acquired Company in the Target Disclosure Letterfuture: name, Target pension benefits, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and other benefits. (f) Part 3.20(f) states the number of employees terminated or laid off by any Acquired Company since December 31, 2011, and the Acquired Companies have provided to Buyer the following information for each employee of an Acquired Company who has been terminated or laid off, or whose hours of work have been reduced by more than 50% by an Acquired Company, in the six months prior to the date of this Agreement: (i) the date of such termination, layoff, or reduction in hours; (ii) the reason for such termination, layoff, or reduction in hours; (iii) the location to which the employee was assigned; and (iv) any severance or termination pay any Acquired Company is not obligated to pay any such Person. (g) To the Knowledge of Sellers, no director, officer, employee, agent, consultant, or independent contractor of any Acquired Company is bound by any Contract or subject to any Order that purports to limit the ability of such director, officer, employee, agent, consultant, or independent contractor (i) to engage in or continue or perform any conduct, activity, duties, or practice relating to the business of any Acquired Company or (ii) to assign to any Acquired Company any rights to any invention, improvement, or discovery. To the Knowledge of Sellers, no former or current employee of any Acquired Company is a contractor party to, or subcontractor under is otherwise bound by, any federalContract that in any way adversely affected, stateaffects, local or foreign government contractcould affect the ability of any Acquired Company to continue to conduct its business as conducted. (h) Except as set forth in Part 3.20(g), no employment manual or written employment policy and/or procedures have been provided to or for employees.

Employees and Consultants. (a) Target has made available to Acquiror a complete list 17.1 The Disclosure Letter fully and accurately sets out particulars of the identities, dates of commencement of employment or engagement, dates of birth, notice periods and holiday entitlements of all individuals employed by Target the employees and each of its subsidiaries as officers of the date hereof Company (and of any persons whom the position Company has agreed to employ or engage as an employee or an officer) and base compensation all remuneration payable and other benefits provided or which the Company is bound to provide (whether now or in the future) to each such person. 17.2 The Disclosure Letter contains material particulars of all contracts for services which the Company has with any individual. 17.3 The Disclosure Letter contains material particulars of all bonus or incentive schemes which the Company has with any individual. 17.4 No employee of the Company whose gross remuneration exceeded or exceeds L20,000 per annum has been dismissed in the last three months or has given or been given notice of termination of his employment or has indicated that he wishes to leave the Company's employ. 17.5 The copy contracts in the Disclosure Documents are the specimen forms of contract under which all the officers, employees and consultants of the Company are currently employed or engaged. 17.6 The Company is not bound or accustomed to pay any moneys other than remuneration or emoluments of employment to or for the benefit of any officer or employee of the Company. 17.7 There is not in existence any contract of service with any employee or officer of the Company (bor any contract for services with any individual) Neither Target nor which cannot be terminated by three months' notice or less without giving rise to any claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal). 17.8 The Company is not in dispute with any of its subsidiaries is a party to employees or subject to a labor former employees or any trade union or a collective bargaining other body representing its employees or former employees and its labour relations are considered to be good. 17.9 There is no agreement or arrangement in existence between the Company and any trade union or party any other body representing its employees. 17.10 The Company does not have in existence nor is it proposing to introduce any general labor share option scheme, share incentive scheme 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 profit sharing scheme for any of its subsidiariesofficers or employees. (c) Except as set forth in Section 2.16(c) 17.11 No person has a right to return to work or a right to be reinstated or re-engaged by the Company under the provisions of the Target Disclosure Letter, Employment Rights Xxx 0000 and no payments are due by the consummation Company under any such right. 17.12 No person is absent from work on maternity leave or parental leave (or given notice of their intention to take such leave) under the provisions of the transactions contemplated herein will not result in (i) any amount becoming payable to any employee, director Employment Rights Xxx 0000 or independent contractor of Target the Employment Relations Xxx 0000 or its subsidiaries, (ii) the acceleration of payment or vesting 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 its subsidiaries with respect to any employee, director or independent contractor of Target or its subsidiaries, other than as accrued on the Target Financial StatementsMaternity and Parental Leave etc Regulations 1999. (d) 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: (i) injuries that are covered by insurance, or (ii) injuries for which a claim has been made under workers' compensation or similar laws. (e) 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 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 Target, there is no basis for the filing of such a complaint that could reasonably be expected to have a Material Adverse Effect on Target. (f) Neither Target nor any of its subsidiaries has 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 on Target. (g) Target's action in complying with the terms of this Agreement will not violate any agreements with any of the employees of Target or any of its subsidiaries. (h) Target and each of its subsidiaries has filed or will file all required reports and information with respect to their employees that are due prior to the Closing Date and otherwise have complied in their hiring, employment, promotion, termination and other labor practices with all applicable federal, state and 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. (i) 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 have a Material Adverse Effect on Target. Neither the execution nor delivery of this Agreement nor the conduct of the business after the Closing Date of Target and its subsidiaries in the manner currently 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. (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, 1997. 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, 1997 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.