Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (i) There is no labor strike or work stoppage or lockout actually pending, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Seller, there has not been any such action threatened against or materially affecting the Company; (ii) none of the employees of the Company is represented by a union or subject to a collective bargaining agreement and, to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") and accurate details of the material terms of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c). (d) There are no loans outstanding from the Company to any of the Employees. (e) The Company is, and has been, in compliance with the terms of employment of each of the Employees, and so far as Seller is aware, no Employee is in breach of his or her employment relationship with the Company. (f) None of the Employees has given or received notice of termination of his or her employment with the Company. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same.

Employees and Labor Relations. (a) The SEC Documents contain the names of all the executive officers employed by Purchaser as of the date hereof, and list the salary and compensation arrangements for each named executive officer (as such term is defined in Item 402 of Regulation S-K). (b) Except as set forth on Schedule 6.13(b), all employees of Purchaser are “at will” employees, each of whom can be terminated at any time (subject to all applicable Laws) without penalty or premium and whose employment terms are solely governed by the current policy manual of the Company, a true and complete copy of which has been provided to Purchaser. (c) Except as set forth on Schedule 6.13(c), (i) There there is no current labor strike or work stoppage or lockout actually pending, or to the knowledge of Seller, threatened, against or materially affecting the CompanyPurchaser; during the past three five (5) years there has not been any such action actually pending against the CompanyPurchaser; and, and to the knowledge of SellerPurchaser’s Knowledge, there has not been been, and is not now, any such action threatened against or materially affecting the CompanyPurchaser; (ii) none of the employees of the Company is Purchaser are represented by a union or subject to a collective bargaining agreement and, and to the knowledge of SellerPurchaser’s Knowledge, no union organizational campaign is in progress with respect to the such employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, Purchaser is in compliance in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution ; and delivery (iv) other than with Purchaser’s stockholders, option holders and warrant holders (solely in their capacity as such) there are no agreements or arrangements between (x) Purchaser and (y) an individual consultant, former consultant, employee or former employee obligating Purchaser to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) Schedule 5.15(b) hereto contains the names of all persons currently employed by the Company in the Business (the "Employees") and accurate details of the material terms of their employment, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)this Agreement. (d) There Except as set forth on Schedule 6.13(d), there are no loans outstanding from the Company Purchaser to any of the Employeesits employees. (e) The Company is, and has been, Purchaser is not in compliance with the breach of any material terms of employment of each any of the Employees, and so far as Seller its employees nor to Purchaser’s Knowledge is aware, no Employee is any employee in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None As of the Employees date hereof, none of Purchaser’s employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees Purchaser’s employees is the subject of any material disciplinary action nor is any Employee employee engaged in any grievance procedure and to Purchaser’s Knowledge, there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same. (h) Purchaser has complied in all material respects with the employment eligibility verification form requirements under the INA, in recruiting, hiring, reviewing and documenting prospective employees for employment eligibility verification purposes and Purchaser has complied in all material respects with the paperwork provisions and anti-discrimination provisions of the INA. Purchaser has obtained and maintained the employee records and I-9 forms in proper order as required by United States Law. To Purchaser’s Knowledge Purchaser does not employ any workers unauthorized to work in the United States.

Employees and Labor Relations. (a) Except as set forth on Schedule 5.18(a) hereto, (i) There there is no labor strike or work stoppage or lockout actually pending, or or, to the knowledge of Sellerthe Seller or the Company, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and, to the knowledge of Sellerthe Seller or the Company, there has not been any such action threatened against or materially affecting the Company; (ii) none of the employees of the Company is represented by a union or subject to a collective bargaining agreement and, to the knowledge of Sellerthe Seller or the Company, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither Except as disclosed on Schedule 5.18(a) hereto, there are no agreements or arrangements between the execution Company and delivery an individual consultant, former consultant, employee or former employee obligating the Company to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(b5.18(b) hereto contains the names of all persons currently employed by the Company in the Business as of August 31, 1999 (the "Employees") and accurate details of the material terms of their employment, including an indication of lists which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical an indication of which employees are on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee is attached hereto as Schedule 5.18(c). All Employees employed on terms other than the substantially in accordance with such standard terms is attached hereto as are employed pursuant to an employment agreement identified on Schedule 5.15(c5.18(c). (d) There are no loans outstanding from the Company to any of the Employees. (e) The To the knowledge of the Seller or the Company, the Company is, and has been, is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller or the Company is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None Except as specifically set forth on Schedule 5.18(f), as of the date hereof, none of the Employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the sameprocedure.

Employees and Labor Relations. (ia) There With respect to the Company and its predecessors: (1) there is no collective bargaining agreement or relationship with any labor strike organization; (2) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (3) no union organizing or decertification effort exists or has occurred since January 1, 2007 or is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (4) no labor strike, work stoppage stoppage, picketing, slowdown or lockout actually pendingother material labor dispute has occurred since January 1, or to the knowledge of Seller, threatened, against or materially affecting the Company; during the past three years there has not been any such action actually pending against the Company; and2007 or, to the knowledge of SellerCompany’s Knowledge, there has not been any such action threatened against or materially affecting the Companyis Threatened; (ii5) none there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company (other than as is accrued in the Interim Balance Sheet); (6) there is no employment-related Proceeding pending or Threatened regarding an alleged violation or breach by the Company or its predecessors (or any of the employees their managers, officers, governors or directors) of any Applicable Law or Contract; and (7) no employee or agent of the Company is represented or its predecessors has committed any act or omission giving rise to any material Liability for any violation or breach by a union or subject to a collective bargaining agreement and, to the knowledge of Seller, no union organizational campaign is in progress with respect to the employees of the Company and no question concerning representation exists respecting such employees; and or its predecessors (iiior any of their managers, officers, governors or directors) the Company is, and has been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither the execution and delivery of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentApplicable Law or Contract. (b) Schedule 5.15(b3.17(b) hereto contains lists, as of the names date stated in such Schedule, the name, position, compensation (including any awards under any bonus, incentive, performance or other compensation Plan and any fringe benefit or other benefit) and, for calendar year 2010, total compensation for each employee of all persons currently employed by the Company. No such employee has communicated to the Company in any intention to terminate such employee’s employment with the Business (the "Employees") and accurate details of the material terms of their employmentCompany, including an indication of which employees are part-time or temporary employees, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical or permanent health insurances, date of commencement of employment, and description of their function in the Businessexcept as noted on Schedule 3.17(b). (c) A full copy With respect to the transactions contemplated herein, any notice required under any Applicable Law or collective bargaining agreement with respect to any employee has been given, and all bargaining obligations with any employee representative have been, or before Closing will be, satisfied. The Company has not implemented any plant closing or layoff of employees governed by the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)WARN Act or any similar Applicable Law. (d) There are no loans outstanding The Company has in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee of the Company with respect to whom such form is required under Applicable Law. Neither the Company nor any of its predecessors has received any notice or other communication from any Governmental Authority or other Person regarding any violation or alleged violation of any Applicable Law relating to hiring, recruiting, employing (or continuing to employ) anyone not authorized to work in the United States. For each employee of the Company whose social security number (or purported social security number) that has appeared on any “no-match” notification from the Social Security Administration (SSA), such employee or the Company to any of the Employees. (e) The Company is, and has been, resolved in accordance with Applicable Law each discrepancy or non-compliance with the terms of employment of each of the EmployeesApplicable Law with respect to such social security number (or, and so far as Seller is awareif applicable, no Employee is in breach of his or her employment relationship with the Companysuch purported social security number). (f) None of the Employees has given or received notice of termination of his or her employment with the Company. (g) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the same.

Employees and Labor Relations. (a) (i) There is no labor strike or work stoppage or lockout actually pending, or or, to the knowledge of the Seller, threatened, against or materially affecting the CompanyBusiness; during the past three years there has not been any such action actually pending against the CompanySeller relating to the Business; and, to the knowledge of the Seller, there has not been any such action threatened against or materially affecting the CompanyBusiness; (ii) none of the employees of the Company Seller engaged in the Business is represented by a union or subject to a collective bargaining agreement and, to the knowledge of the Seller, no union organizational campaign is in progress with respect to the employees of the Company such employees, and no question concerning representation exists respecting such employees; and (iii) with respect to the Company isBusiness, and has been, the Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither There are no agreements or arrangements between the execution Seller and delivery an individual consultant, former consultant, employee or former employee obligating the Seller to make any payment to any such individual that is conditioned upon the successful completion of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(bSCHEDULE 5.17(b) hereto contains the names of all persons currently employed by the Company Seller in the Business as of September 30, 2000 (the "Employees") and accurate details of the material terms of their employment, including an indication of lists which employees are exempt or non-exempt part-time or temporary employees, current salary, commission, bonus entitlement and profit share sharing arrangements both contractual and discretionary, life insurance, medical an indication of which employees are on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c)[Reserved]. (d) There are no loans outstanding from the Company to any of the Employees[Reserved]. (e) The Company is, and has been, Seller is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (f) None As of the date hereof, none of the Employees has given or received notice of termination of his or her employment with the Companyemployment. (g) None of the Employees is the subject of any material disciplinary action by the Seller nor to the Seller's knowledge is any Employee engaged in any grievance procedure and there procedure. (h) None of the Acquired Assets is no matter subject to any lien under Section 302(f) of ERISA or fact in existence which can be reasonably foreseen as likely to give rise to Section 412(n) of the sameCode.

Employees and Labor Relations. (a) Except as set forth on Schedule 5.17(a) hereto, (i) There there is no ---------------- labor strike or work stoppage or lockout actually pending, or or, to the knowledge of the Seller, threatened, against or materially affecting the CompanySeller; during the past three years there has not been any such action actually pending against the CompanySeller; and, to the knowledge of the Seller, there has not been any such action threatened against or materially affecting the CompanySeller; (ii) none of the employees of the Company Seller is represented by a union or subject to a collective bargaining agreement and, to the knowledge of the Seller, no union organizational campaign is in progress with respect to the employees of the Company Seller and no question concerning representation exists respecting such employees; and (iii) the Company is, and has been, Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, practices terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. Neither Except as disclosed on Schedule 5.17(a) hereto, there are no agreements or arrangements between the execution ---------------- Seller and delivery any consultant, former consultant, employee or former employee obligating the Purchaser to make any payment to any such individual as a result of this Agreement nor the transactions contemplated hereby, whether alone or in connection with any other event, will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due to any employee, former employee, consultant or former consultant, (ii) increase any benefits otherwise payable to any such persons, or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extentby this Agreement. (b) Schedule 5.15(b5.17(b) hereto contains the names of all persons currently ----------------- employed by the Company in the Business Seller as of June 24, 2000 (the "Employees") ), their salary, commission, bonus entitlement and accurate details of the material terms of their employmentprofit sharing arrangements, including both contractual and discretionary, an indication of which employees are part-time or temporary employeestemporary, current salary, commission, bonus entitlement and profit share arrangements both contractual and discretionary, life insurance, medical which employees on short-term or permanent health insuranceslong-term disability, date of commencement of employment, and description of their function in the Business. (c) A full copy of the standard terms of the employment of the Employees and a copy of the terms of employment of each Employee employed on terms other than the standard terms is attached hereto as Schedule 5.15(c). (d) There are no loans outstanding from the Company Seller to any of the Employees. (ed) The Company is, and has been, Seller is not in compliance with the breach of any material terms of employment of each any of the Employees, and Employees nor so far as the Seller is aware, no aware is any Employee is in breach of any material term of his or her employment relationship with the Companyrelationship. (fe) None Except as specifically set forth on Schedule 5.17(e), as ----------------- of the date hereof, none of the Employees has given to the Seller or received from the Seller notice of termination of his or her employment with the Companyemployment. (gf) None of the Employees is the subject of any material disciplinary action nor is any Employee engaged in any grievance procedure and there is no matter or fact in existence which can be reasonably foreseen as likely to give rise to the sameprocedure.