Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Except as otherwise disclosed in Section 3.13 of the Partnership Disclosure Schedule, Section 3.14(a) of the Partnership Disclosure Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans employment or loan guarantees, severance pay or benefits, use of the Company's property and employment related matters of the Company Contracts with any current or former officer, director, employee or consultantconsultant that involve an unsatisfied Liability of the Partnership in excess of $2,000, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings employment or employment related Contracts have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretoforePurchaser. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(aset forth in Section 3.14(b) and 3.21(b)of the Partnership Disclosure Schedule or as otherwise set forth in such Section of the Disclosure Schedule, neither Buyer Purchaser nor the Company Partnership will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company Partnership from and after the Closing or have any liability Liability for any severance payments to or similar arrangements (including bonuses) with any such Person person who shall cease to be an employee or consultant of the Company Partnership at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (dc) There Except as set forth in Section 3.14(c) of the Partnership Disclosure Schedule, (i) there is not occurring or occurring, and there has not occurred during the previous five years, or, to the knowledge of the Partnership, been threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company either Partnership or its premises or products. Except for activities ; (ii) there are, and during the previous five years have been, no complaints or grievances known to the Partnership by any union, other group, or class of employees or other persons which are unsettled or unresolved; and (iii) to the unions that are parties to any knowledge of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledgePartnership, no union or other labor organization has attempted to organize any of the employees of the CompanyPartnership. (ed) The Company Except as set forth in Section 3.14(d) of the Partnership Disclosure Schedule, the Partnership has complied with all Legal Requirements legal requirements relating to employment and labor. Except as set forth in Section 3.14(d) of the Partnership Disclosure Schedule, except where the failure to so comply would not have a Material Adverse Effectthere are, and since the formation of the Partnership have been, and to the knowledge of the Partnership in the two years prior to the formation of the Partnership, no complaints or grievances that have been formally filed with the Partnership or any Governmental Entity by any employee, consultant, customer or vendor of the Partnership or former employee, consultant, vendor or customer of the Partnership which are unsettled or unresolved relating to claims of sexual harassment or related claims arising out of the same facts and circumstances concerning any officer or director of the Partnership. Except as otherwise disclosed in Section 3.14(d) of the Partnership Disclosure Schedule, to the knowledge of the Partnership and Sellers, no facts or circumstances exist that could provide a reasonable basis for would reasonably be expected to result in a claim of wrongful termination termination, employment discrimination, sexual harassment or other related claim by any current or former employee of the Company Partnership against the CompanyPartnership or partner of the Partnership in their capacity as a director or officer.

Employees and Labor Matters. (a) Schedule 3.21(aSCHEDULE 7.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's =s property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Acquiror heretofore. A true and complete Attached to SCHEDULE 7.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(bSCHEDULE 7.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Acquiror heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(aSCHEDULES 7.21(a) and 3.21(b7.21(b), neither Buyer Acquiror nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders= knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(bSCHEDULE 7.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(aSCHEDULE 4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments agreements and understandings (formal and informal) plans pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered or made available to Buyer Purchaser heretofore. A true and complete Attached to SCHEDULE 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(bSCHEDULE 4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(aSCHEDULES 4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(bSCHEDULE 4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied in all material respects with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim judgement of wrongful termination by relating to any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all employees, contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The To the best of Shareholders' knowledge, the Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse Effect, and no facts Shareholders' knowledge pending or circumstances exist that could provide a reasonable basis for a claim threatened claims or actions of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company Surviving Corporation will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the actual knowledge of the Principal Shareholders, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, and except as set forth on Schedule 3.21(d), to the actual knowledge of the Principal Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and and, to the best knowledge of the Principal Shareholders, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Parent heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Parent heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) 2.12(a), except as set forth therein, contains a true and complete list of all material contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, and use of the Company's property (other than pursuant to Plans disclosed on Schedule 2.13) between any Acquired Company and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b2.12(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. All labor, collective bargaining, union and similar agreements entered into by any other Acquired Company was entered into in the ordinary course of business and does not contain any unduly burdensome terms or provisions. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a2.12(a) and 3.21(b2.12(b), neither Buyer nor the any Acquired Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the any Acquired Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person person who shall cease to be an employee of the Parent or the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between Neither Seller nor the Company and has any reason to believe that any former employer of any of its the employees which could prohibit of an Acquired Company is contemplating remedial action of any nature against that employee or any Acquired Company based on the Company from modifying employee having terminated the work schedule former employment and having become an employee of its employeesan Acquired Company. (d) There is not occurring or, to the knowledge of Seller or the Company, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against any of the Company Acquired Companies or its their premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b2.12(b) with respect to the existing members of such unions, to the Shareholders' knowledgeknowledge of Seller or the Company, no union or other labor organization has attempted to organize any of the employees of the any Acquired Company. (e) The Each Acquired Company has complied with all Legal Requirements legal requirements relating to employment and laborlabor other than those legal requirements and, except where to the failure to so comply would not have a Material Adverse Effectknowledge of Seller and the Company, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the an Acquired Company against any Acquired Company. (f) The names, titles and rates of compensation of all of the employees of the Acquired Companies are listed in Schedule 2.12(f). Except as disclosed in Schedule 2.12(f), none of such employees has indicated in writing to his or her employer any intention to terminate his or her employment with the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's Company'Shareholder property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a7.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Acquiror heretofore. A true and complete Attached to Schedule 7.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b7.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Acquiror heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a7.21(a) and 3.21(b7.21(b), neither Buyer Acquiror nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b7.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders= knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Except as otherwise disclosed in Section 3.13 of the LLC Disclosure Schedule, Section 3.14(a) of the LLC Disclosure Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans employment or loan guarantees, severance pay or benefits, use of the Company's property and employment related matters of the Company Contracts with any current or former officer, directorManager, employee or consultantconsultant that involve an unsatisfied Liability of the LLC in excess of $2,000, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings employment or employment related Contracts have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretoforePurchaser. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(aset forth in Section 3.14(b) and 3.21(b)of the LLC Disclosure Schedule or as otherwise set forth in such Section of the Disclosure Schedule, neither Buyer Purchaser nor the Company LLC will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company LLC from and after the Closing or have any liability Liability for any severance payments to or similar arrangements (including bonuses) with any such Person person who shall cease to be an employee or consultant of the Company LLC at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (dc) There Except as set forth in Section 3.14(c) of the LLC Disclosure Schedule, (i) there is not occurring or occurring, and there has not occurred during the previous five years, or, to the knowledge of the LLC, been threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against either the Company LLC or its premises or products. Except for activities ; (ii) there are, and during the previous five years have been, no complaints or grievances known to the LLC by any union, other group, or class of employees or other persons which are unsettled or unresolved; and (iii) to the unions that are parties to any knowledge of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledgeLLC, no union or other labor organization has attempted to organize any of the employees of the CompanyLLC. (ed) The Company Except as set forth in Section 3.14(d) of the LLC Disclosure Schedule, the LLC has complied with all Legal Requirements legal requirements relating to employment and labor. Except as set forth in Section 3.14(d) of the LLC Disclosure Schedule, except where the failure to so comply would not have a Material Adverse Effectthere are, and since the formation of the LLC have been, and to the knowledge of the LLC in the two years prior to the formation of the LLC, no complaints or grievances that have been formally filed with the LLC or any Governmental Entity by any employee, consultant, customer or vendor of the LLC or former employee, consultant, vendor or customer of the LLC which are unsettled or unresolved relating to claims of sexual harassment or related claims arising out of the same facts and circumstances concerning any officer or director of the LLC. Except as otherwise disclosed in Section 3.14(d) of the LLC Disclosure Schedule, to the knowledge of the LLC and Sellers, no facts or circumstances exist that could provide a reasonable basis for would reasonably be expected to result in a claim of wrongful termination termination, employment discrimination, sexual harassment or other related claim by any current or former employee of the Company LLC against the CompanyLLC or partner of the LLC in their capacity as a director or officer.

Employees and Labor Matters. (a) Schedule 3.21(aSCHEDULE 4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(bSCHEDULE 4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b)4.21(b) and as set forth in the Employment Agreements of even date herewith between Purchaser and Shareholders, neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's or its Subsidiaries' property and related matters of the Company or its Subsidiaries with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook containing the employment policies utilized by the Company and each of its Subsidiaries and distributed to Buyer heretoforeeach of their employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company or any of its Subsidiaries is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. There has been no actual or, to the knowledge of the Shareholder or the Company, threatened violation or breach of any such agreements. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company or any of its Subsidiaries will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company or one of its Subsidiaries from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company or any of its Subsidiaries at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or, to the Shareholder's or the Company's knowledge, threatened, any strike, slow down, picket, work stoppage stoppage, charge or complaint of employment discrimination or other concerted action or similar occurrence by any union or other group of employees or other persons against the Company, its Subsidiaries or their premises or products nor does the Company or its premises the Shareholder know any basis for any such allegation, charge or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Companycomplaint. (e) The Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (such as termination of employment), (i) result in any payment (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company has complied with all Legal Requirements relating to employment or its Subsidiaries under any Plan or otherwise, (ii) increase any benefits otherwise payable under any Plan or otherwise or (iii) result in the acceleration of the time of payment or vesting of any such benefits. There are no agreements, arrangements or understandings between the Company or any of its Subsidiaries and laborany officer, except where the failure to so comply would not have a Material Adverse Effect, and no facts director or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against or any of its Subsidiaries relating to the Companymanagement or operation of any business of the Company and its Subsidiaries.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Company's knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' Company's knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and and, to the knowledge of the Company, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees, including without limitation a change from a five-day work week to a four-day work week. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and and, to the knowledge of the Shareholders, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all employees, contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's Company'Shareholder property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains will contain a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal, including the Company's employee manual, if any) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered will be made available to Buyer heretoforepursuant to Section 8.04 hereof. (b) Schedule 3.21(b3.21 (a) contains will contain a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b)which will be made available to Buyer pursuant to Section 8.04 hereof, neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect which will be made available to the existing members of such unions, Buyer pursuant to the Shareholders' knowledgeSection 8.04 hereof, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of the names and current salary rates and bonus commitments to all present employees of the Company and all contracts, agreements, plansPlans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, change in control payments, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer Pre-Cell heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements agreements, arrangements or understandings under or by which the Company is obligated, and true and complete copies of all such agreements written agreements, arrangements or understandings, and if oral, true and complete written summaries thereof, have been delivered to Buyer Pre-Cell heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will not have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company Surviving Corporation from and after the Closing Effective Time or have any liability for any severance payments to or similar arrangements with any such Person person who shall cease to be an employee or consultant of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employeesEffective Time. (d) There is not occurring or or, to the Company's knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against either the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no No union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and no facts or circumstances are known to exist that could provide a reasonable basis for a claim of wrongful termination or employment discrimination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a3.26(a) contains sets forth a true and complete list of all contracts, agreementsof the Company's currently effective Contracts, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore.of (b) Schedule 3.21(b3.26(b) contains sets forth a true and complete copy of a list of all labor, collective bargaining, union and similar agreements under or delivered by which the Company is obligated, and true and complete copies of all such agreements have been delivered Seller to Buyer heretoforeon May 21, 1999, which includes the then-current identity (by employee number), birth date, hire date, annual base salary, employee benefit elections and other information of each of the Company's employees. None of the Company's key management employees has given written notice of resignation and, to Seller's Knowledge, none of such employees intends to terminate his or her respective employment with the Company. (c) There is no union representing or purporting to represent any of the Company's employees, and the Company is not a party to or otherwise bound by any collective bargaining, union or similar Contract with any union representing or purporting to represent any of the Company's employees. (d) Except for the employment and labor agreements listed as set forth on Schedules 3.21(aSchedule 3.26(d) and 3.21(b)as contemplated by Section 6.9 hereof, neither Buyer nor the Company will have any responsibility for continuing any person in the employ of (or retaining any person Person as a consultantconsultant to) of the Company from and after the Closing Date, or have any liability for any severance payments to or similar arrangements with any such Person person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreementExcept as set forth on Schedule 3.26(d), arrangement, commitment or understanding between the Company and is not obligated to provide any of its employees which could prohibit the Company from modifying the work schedule of its employeesemployee with any post-employment benefits, including retiree medical benefits, retiree life insurance benefits, or retiree accidental death or disability benefits. (de) There is not occurring or or, to Seller's Knowledge, threatened, any strike, slow down, picketpicketing, lockout, work stoppage stoppage, or other concerted action by any union or other group of employees or other persons Persons against either the Company or its premises or productsassets. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledgeTo Seller's Knowledge, no union union, other labor organization, group of employees or other labor organization Person has attempted attempted, or is attempting, to organize any of the employees of the Company. (ef) The Company has complied in all material respects with all Legal Requirements relating to employment and labor, except where the failure and to so comply would not have a Material Adverse Effect, and Seller's Knowledge no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination termination, or discrimination based on gender, age, race, marital status or other protected classification, by any current or former employee of the Company against the Company. (g) The Company is not liable for the payment of any material compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the -20- 27 foregoing Legal Requirements. For purposes of this Section 3.26(g), US$100,000 in any instance, or related group of instances, shall be deemed "material."

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of the names and current salary rates and bonus commitments to all present employees of the Company and all contracts, agreements, plansPlans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, change in control payments, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer Pre-Cell heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements agreements, arrangements or understandings under or by which the Company is obligated, and true and complete copies of all such agreements written agreements, arrangements or understandings, and if oral, true and complete written summaries thereof, have been delivered to Buyer Pre-Cell heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will not have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company Surviving Corporation from and after the Closing Effective Time or have any liability for any severance payments to or similar arrangements with any such Person person who shall cease to be an employee or consultant of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employeesEffective Time. (d) There is not occurring or or, to the Company's knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against either the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no No union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements legal requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectCompany's knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination or employment discrimination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's Company"s property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Majority Shareholders" knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Majority Shareholders' " knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectMajority Shareholders" knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a), 3.21(b) and 3.21(b6.02(f), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees, including without limitation a change from a four-day work week to a five-day work week. (d) There is not occurring or or, to the knowledge of the Principal Shareholders, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the knowledge of the Principal Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and and, to the knowledge of the Principal Shareholders, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer Purchaser heretofore. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Management Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b4.21(b) with respect to the existing members of such unions, to the Management Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements, except where the failure to comply with such Legal Requirements would not have a Material Adverse Effect on the Company, relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectManagement Shareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) plans pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, key employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings plans have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered or made available to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered or made available to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There As of the date hereof, there is not occurring or or, to the Company's Knowledge, threatened, any strike, material slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or productsCompany. Except for activities by To the unions that are parties to any Knowledge of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledgeCompany, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse EffectEffect on the Company, and to the Knowledge of the Company, as of the date hereof, no facts or circumstances exist that could provide reasonably be expected to substantiate a reasonable basis for a viable claim of wrongful termination by any current or former employee of the Company against the Company the results of which would have a Material Adverse Effect on the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered to Buyer heretofore. (b) Schedule 3.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer heretofore. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b), neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Company's knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by To the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' Company's knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and and, to the knowledge of the Company, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's or any of its Subsidiaries' property and related matters of the Company or its Subsidiaries with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Buyer Purchaser heretofore. A true and complete Attached to Schedule 4.21(a) is the most current copy of the Company's employee manual handbook containing the employment policies utilized by the Company and each of its Subsidiaries and distributed to each of their employees. There has been delivered no actual or, to Buyer heretoforethe knowledge of the Shareholder or the Company, threatened violation or breach of any such contracts, agreements, plans, arrangements, commitments and understandings. (b) Schedule 3.21(b4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company or any of its Subsidiaries is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore. There has been no actual or, to the knowledge of the Shareholder or the Company, threatened violation or breach of any such agreements. (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(a4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser or Purchaser Sub nor the Company or any of its Subsidiaries will have any responsibility for continuing or legal obligation to continue any person in the employ (or retaining any person as a consultant) of the Company or one of its Subsidiaries from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company or any of its Subsidiaries at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or, to the Shareholder's or the Company's knowledge, threatened, any strike, slow down, picket, work stoppage stoppage, charge or complaint of employment discrimination or other concerted action or similar occurrence by any union or any other group of employees or individual employee or other persons against the Company, its Subsidiaries or their premises or products nor does the Company or its premises the Shareholder know any basis for any such allegation, charge or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Companycomplaint. (e) The Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (such as termination of employment), (i) result in any payment (including without limitation compensation, salary, severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company has complied or its Subsidiaries under any plan, contract, agreement, arrangement, or otherwise, (ii) increase any benefits otherwise payable under any plan, contract, agreement, arrangement, or otherwise, (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits, (iv) result in a breach or default or an event which would (with all Legal Requirements relating passage of time, notice or both) constitute a breach or default under any contract, agreement, arrangement, plan, or otherwise, including without limitation any such agreements contained in Schedules 4.21(a) and 4.21(b), or (v) terminate or modify (and will not give any person a right to employment terminate or modify) any rights of, or accelerate or augment any obligation of the Company or any of its Subsidiaries under any contracts, agreements, arrangements, plans, or otherwise, including without limitation any such agreements contained in Schedules 4.1(a) and labor4.1(b). There are no agreements, except where arrangements or understandings between the failure to so comply would not have a Material Adverse EffectCompany or any of its Subsidiaries and any officer, and no facts director or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against or any of its Subsidiaries relating to the Companymanagement or operation of any business of the Company and its Subsidiaries.

Employees and Labor Matters. (a) Schedule 3.21(aSCHEDULE 4.21(a) contains a true and complete list of all contracts, agreements, plans, arrangements, commitments agreements and understandings (formal and informal) plans pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered or made available to Buyer Purchaser heretofore. A true and complete Attached to SCHEDULE 4.21(a) is the most current copy of the Company's employee manual has been delivered handbook utilized by the Company and distributed to Buyer heretoforeeach of its employees. (b) Schedule 3.21(bSCHEDULE 4.21(b) contains a true and complete list of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered to Buyer Purchaser heretofore.. 26 (c) Except for the employment and labor agreements listed as set forth on Schedules 3.21(aSCHEDULES 4.21(a) and 3.21(b4.21(b), neither Buyer Purchaser nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or or, to the Shareholders' knowledge, threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the either Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(bSCHEDULE 4.21(b) with respect to the existing members of such unions, to the Shareholders' knowledge, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied in all material respects with all Legal Requirements relating to employment and labor, except where and, to the failure to so comply would not have a Material Adverse EffectShareholders' knowledge, and no facts or circumstances exist that could provide a reasonable basis for a claim judgement of wrongful termination by relating to any current or former employee of the Company against the Company.

Employees and Labor Matters. (a) Schedule 3.21(a) contains a true and complete list of all All contracts, agreements, plans, arrangements, commitments and understandings (formal and informal, including the Company's employee manual, if any) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company with any current or former officer, director, employee or consultant, and true and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered consultant will be made available to Buyer heretofore. A true and complete copy of the Company's employee manual has been delivered pursuant to Buyer heretoforeSection 8.04 hereof. (b) Schedule 3.21(b) contains a true and complete list Copies of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated, and true and complete copies of all such agreements have been delivered obligated will be made available to Buyer heretoforepursuant to Section 8.04 hereof. (c) Except for the employment and labor agreements listed on Schedules 3.21(a) and 3.21(b)which will be made available to Buyer pursuant to Section 8.04 hereof, neither Buyer nor the Company will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. There Other than pursuant to any agreement which will be made available to Buyer pursuant to Section 8.04 hereof, there is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (d) There is not occurring or threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Company or its premises or products. Except for activities by the unions that are parties to any of the agreements listed on Schedule 3.21(b) with respect which will be made available to the existing members of such unions, Buyer pursuant to the Shareholders' knowledgeSection 8.04 hereof, no union or other labor organization has attempted to organize any of the employees of the Company. (e) The Company has complied with all Legal Requirements relating to employment and labor, except where the failure to so comply would not have a Material Adverse Effect, and no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by any current or former employee of the Company against the Company.