Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) As of the date hereof, Seller employs 16 full-time employees and 1 part-time employee (each, a “Business Employee”) in the Business. Seller generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, full-time or part-time status, date of hire, date of birth, and exempt or non-exempt status of each of Seller's employees and independent contractors that are involved in the Business other than Seller’s management team. Seller has no knowledge that any Business Employee or third party contractor of the Business does not plan to accept employment with Buyer after the Closing. (b) Schedule 2.20(b), as of the date hereof, is a list of all employees of the Business that have terminated employment, for any reason, voluntarily or otherwise, with SofTech over the last twelve (12) months with a brief description of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employee. (c) Seller is not delinquent in payments to any Business Employee, past or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller by any Business Employee, and the Seller does not have knowledge of any injury or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, unfair labor practices, or any non-compliance with any wage or overtime laws that have been filed against or involving Seller, relating to the Business. There are no grievances, complaints, or charges that have been filed against Seller, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification of employees is, and for 18 months prior to the Closing has been, consistent with and in compliance with the requirements of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Business.

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30, 1997 (the "EMPLOYEE SCHEDULE ") of all employees of Seller listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date hereofof this Agreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending December 31, 1997 of Seller employs 16 full-time employees and 1 part-time employee (each, a “required to operate the Business Employee”) in is not materially different from that as listed on the Business. Seller generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, full-time or part-time status, date of hire, date of birthEmployee Schedule, and exempt Seller has not entered into any agreement or non-exempt status of each agreements pursuant to which the combined annual payroll of Seller's employees , including projected pay increases, overtime and independent contractors that are involved in fringe benefit costs, required to operate the Business other (including all administrative and support personnel) would be greater than Seller’s management teamas listed on the Employee Schedule. Set forth on SCHEDULE 5.19 is a detailed description of all health, dental, life and disability insurance plans of Seller has no knowledge that any Business Employee or third party contractor and a description of the Business does not cost per employee under each such plan to accept employment with Buyer after the Closingfor individual coverage as well as for coverage of such employee's dependents. (b) Schedule 2.20(b)Except as set forth on SCHEDULE 5.19, as Seller is not a party to or bound by any written employment agreements or commitments, other than on an at will basis. Seller is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of the date hereof, employment and wages and hours of its employees and is a list of all not engaged in any unfair labor practice. All employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Seller, threatened against Seller with respect to the Business that have terminated employmentand, for any reasonduring the past five years, voluntarily or otherwise, Seller has not experienced a work stoppage with SofTech over respect to the last twelve (12) months with a brief description of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employeeBusiness. (c) Except as set forth on SCHEDULE 5.19, (i) Seller is not delinquent in payments a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any Business Employee, past employee of Seller and no such agreement or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller contract has been requested by any Business Employeeemployee or group of employees of Seller, and the nor has there been any discussion with respect thereto by management of Seller does with any employees of Seller, (ii) Seller is not have knowledge aware of any injury union organizing activities or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, unfair labor practicesproceedings involving, or any non-compliance with pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any wage group or overtime laws that have been filed against or involving groups of employees of Seller, relating or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the Business. There are no grievancesNational Labor Relations Board, complaints, or charges that have been filed against wherein any labor organization is seeking representation of any employees of Seller, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification of employees is, and for 18 months prior to the Closing has been, consistent with and in compliance with the requirements of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Business.

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of December 31, 1998 (the "EMPLOYEE SCHEDULE ") of all employees of Seller, listing the title or position held, and (except as to certain managerial employees) the base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, and all employee benefits received by such employees. As of the date hereofof this Agreement and as of the Closing Date, Seller employs 16 full-time except for increases resulting from raises given to employees and 1 part-time employee (each, a “Business Employee”) in the Business. ordinary course of business consistent with past practice and in an amount not to exceed 10%, the combined projected annual payroll for the calendar year ending December 31, 1999 of Seller generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets forth required to operate the name, position, pay rate, full-time or part-time status, date of hire, date of birthAcquired Business is not materially different from that as listed on the Employee Schedule, and exempt Seller has not entered into any agreement or non-exempt status of each agreements pursuant to which the combined annual payroll of Seller's employees , including projected pay increases, overtime and independent contractors that are involved in fringe benefit costs, required to operate the Acquired Business other (including all administrative and support personnel) would be greater than Seller’s management team. Seller has no knowledge that any Business as listed on the Employee or third party contractor of the Business does not plan to accept employment with Buyer after the ClosingSchedule. (b) Schedule 2.20(b)Seller is not a party to or bound by any written employment agreements or commitments, as other than on an at-will basis. To the Best Knowledge of Seller and the date hereofBest Knowledge of each Shareholder, Seller is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice, except where such non-compliance or practice would not have a list of all Material Adverse Effect. All employees of Seller who work in the Business that have terminated employmentUnited States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, for any reason, voluntarily or otherwise, with SofTech over to the last twelve (12) months with a brief description Best Knowledge of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee Seller and the pay rate Best Knowledge of said former employeeeach Shareholder, threatened against Seller with respect to the Acquired Business and, during the past five years, Seller has not experienced a work stoppage with respect to the Acquired Business. (c) Seller is not delinquent in payments a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any Business Employee, past employee of Seller and no such agreement or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller contract has been requested by any Business Employeeemployee or group of employees of Seller, and the nor has there been any discussion with respect thereto by management of Seller does with any employees of Seller. Seller is not have knowledge aware of any injury union organizing activities or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, unfair labor practicesproceedings involving, or any non-compliance with any wage pending petitions for recognition of, a labor union or overtime laws that have been filed against or involving Seller, relating to association as the Business. There are no grievances, complaintsexclusive bargaining agent for, or charges that have been filed against Sellerwhere the purpose is to organize, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification any group or groups of employees isof Seller and there is not currently pending any proceeding before the National Labor Relations Board, and for 18 months prior to the Closing has been, consistent with and in compliance with the requirements wherein any labor organization is seeking representation of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Businessemployees of Seller.

Employees and Labor Matters. ASSET PURCHASE AGREEMENT 18 (a) Attached as SCHEDULE 5.17 is a true and complete list (the "EMPLOYEE SCHEDULE ") of all employees of Sellers listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Sellers' vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Sellers. As of the date hereofof this Agreement and as of the Closing Date, Seller employs 16 full-time employees Sellers have not entered into any agreement or agreements pursuant to which the combined annual payroll of Sellers, including projected pay increases, overtime and 1 part-time employee (eachfringe benefit costs, a “Business Employee”) in the Business. Seller generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, full-time or part-time status, date of hire, date of birth, and exempt or non-exempt status of each of Seller's employees and independent contractors that are involved in required to operate the Business other (including all administrative and support personnel) would be greater than Seller’s management teamas listed on the Employee Schedule. Seller has no knowledge that any Business Employee or third party contractor Set forth on SCHEDULE 5.17 is a detailed description of all health, dental, life and disability insurance plans of Sellers and a description of the Business does not cost per employee under each such plan to accept employment with Buyer after the Closingfor individual coverage as well as for coverage of such employee's dependents. (b) Schedule 2.20(b)Except as set forth on SCHEDULE 5.17, as Sellers are not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. Sellers are in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of the date hereof, is a list employment and wages and hours of all their employees and are not engaged in any unfair labor practice. All employees of Sellers who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Sellers, threatened against Sellers with respect to the Business that and, during the past five years, Sellers have terminated employment, for any reason, voluntarily or otherwise, not experienced a work stoppage with SofTech over respect to the last twelve (12) months with a brief description of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employeeBusiness. (c) Seller is Except as set forth on SCHEDULE 5.17, (i) Sellers are not delinquent in payments a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any Business Employee, past employee of Sellers and no such agreement or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller contract has been requested by any Business Employeeemployee or group of employees of Sellers, and the Seller does nor has there been any discussion with respect thereto by management of Sellers with any employees of Sellers, (ii) Sellers are not have knowledge aware of any injury union organizing activities or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, unfair labor practicesproceedings involving, or any non-compliance with any wage pending petitions for recognition of, a labor union or overtime laws that have been filed against or involving Seller, relating to association as the Business. There are no grievances, complaintsexclusive bargaining agent for, or charges that have been filed against Sellerwhere the purpose is to organize, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification any group or groups of employees isof Sellers, and for 18 months prior or (iii) there is not currently pending, with regard to any of their facilities, any proceeding before the Closing has beenNational Labor Relations Board, consistent with and in compliance with the requirements wherein any labor organization is seeking representation of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Businessemployees of Sellers.

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of December 31, 1998 (the "EMPLOYEE SCHEDULE ") of all employees of Seller relating to the Acquisition Assets listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, club memberships or other compensation or material perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date hereofof this Agreement, the combined projected annual payroll for the calendar year ending December 31, 1998 of Seller employs 16 full-time employees required to operate the Transferred Programs as now operated by Seller is not materially different from that as listed on the Employee Schedule, and 1 part-time employee (eachSeller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, a “Business Employee”) including projected pay increases in the Businessordinary course of business consistent with past practice in an amount not to exceed 10%, overtime and fringe benefit costs, required to operate the Transferred Programs (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Seller generally enjoys Set forth on SCHEDULE 5.18 is a good employer-employee relationship. Schedule 2.20(a) sets forth the namedetailed description of all health, positiondental, pay rate, full-time or part-time status, date of hire, date of birth, life and exempt or non-exempt status of each disability insurance plans of Seller's employees and independent contractors that are involved in the Business other than Seller’s management team. Seller has no knowledge that any Business Employee or third party contractor of the Business does not plan to accept employment with Buyer after the Closing. (b) Schedule 2.20(b)Except as set forth on SCHEDULE 5.18, as Seller is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. Seller is in substantial compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. To the date hereofKnowledge of Seller, is a list of all employees of Seller who work in the Business that have terminated employmentUnited States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, for any reasonto the Knowledge of Seller, voluntarily or otherwisethreatened against Seller with respect to the Transferred Programs and, during the past five years, Seller has not experienced a work stoppage with SofTech over respect to the last twelve (12) months with a brief description of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employeeTransferred Programs. (c) Except as set forth on SCHEDULE 5.18, (i) Seller is not delinquent in payments a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any Business Employee, past employee of Seller and no such agreement or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller contract has been requested by any Business Employeeemployee or group of employees of Seller, and the nor has there been any discussion with respect thereto by management of Seller does with any employees of Seller, (ii) Seller is not have knowledge aware of any injury union organizing activities or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, unfair labor practicesproceedings involving, or any non-compliance with pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any wage group or overtime laws that have been filed against or involving groups of employees of Seller, relating or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the Business. There are no grievancesNational Labor Relations Board, complaints, or charges that have been filed against wherein any labor organization is seeking representation of any employees of Seller, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification of employees is, and for 18 months prior to the Closing has been, consistent with and in compliance with the requirements of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Business.

Employees and Labor Matters. (a) As of the date hereof, Seller employs 16 76 full-time employees and 1 2 part-time employee (each, a “Business Employee”) employees in the Business. Seller ADRA business and generally enjoys a good employer-employer- employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, full-time fulltime or part-time status, date of hire, annual review date of birth, and exempt or non-exempt nonexempt status of each of SellerADRA's employees and independent contractors that are involved in the Business other than Seller’s management teamemployees. Seller has no knowledge that any Business Employee or third party contractor employee of the Business does not plan to accept employment with Buyer after the Closingother than as detailed on Schedule 2.20(a). (b) Schedule 2.20(b), as of the date hereof, ) is a list of all employees of the Business that have terminated employment, for any reason, voluntarily or otherwise, with SofTech ADRA over the last twelve nine (129) months with a brief description of the circumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employee. (c) . Seller is not delinquent in payments to any Business Employeeof its employees, past or present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller by any Business EmployeeSeller, and the Seller does not have knowledge know of any injury or other event that may give rise to any such claim, relating to the Business. There are no charges of employment discrimination, harassment, discrimination or unfair labor practices, or any non-compliance with any wage or overtime laws practices that have been filed against or involving Seller, relating to the Business. There are no grievances, complaints, or charges that have been filed against Seller, relating to the Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification of employees is, is and for 18 months prior to the Closing has been, been consistent with and in compliance with the requirements of the Fair Labor Standards Act, as amended, and any and all applicable state minimum wage and overtime laws, relating to the Business.