Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (a) Except as disclosed in the SEC Reports or in Section 3.18(a) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) to the knowledge of the Company, no officer or key employee of the Company or any of its Subsidiaries, or any group of employees whose continued employment is material to the operations of the Company or any of its Subsidiaries, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing; and (ii) the Company has complied in all material respects with all applicable Laws related to employment. (b) Except as disclosed in the SEC Reports or in Section 3.18(b) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee of the Company or any of its Subsidiaries is presently a member of a trade union and, to the knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company or any such Subsidiary; (ii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any of its Subsidiaries before any Governmental Authority; (iii) there has been no work stoppage or strike by employees of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries have complied in all material aspects with all applicable Laws relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining. (c) Except as disclosed in the SEC Reports or in Section 3.18(c) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or for the benefit of any employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination of the employment or engagement of that or any other Person (including without limitation, payments for wrongful or unfair dismissal, loss of office or redundancy), other than in respect to current month payroll expenses and related deductions in relation to employee and employer contributions. (d) Except as disclosed in the SEC Reports or in Section 3.18(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any contract, agreement or other arrangement with any of their respective officers, directors or employees involving any payments in excess of US$100,000 to such individual, including without limitation, any payment of consideration in connection with the transfer of any business or assets to the Company (other than in connection with their employment with the Company or any of its Subsidiaries such as their employment agreements or confidentiality, non-compete and intellectual property assignment agreements or share option award agreements).

Employees and Labor Relations. (i) Set forth on Section 5BB(i) of the Company Disclosure Letter hereto is a (a) list of all payments required to be made by the Company and/or its Subsidiaries to directors, officers, employees, or consultants contingent on the consummation of the transactions contemplated by this Agreement and (b) list as of the date hereof of all employees of the Company and each Subsidiary of the Company entitled to receive a base salary at an annual rate in excess of $100,000 and their respective positions and annual base salaries. (ii) Except as disclosed in the SEC Reports or in set forth on Section 3.18(a5BB(ii) of the Company Disclosure Schedule Letter, at the present time and during the past three years, (a) no unfair labor practice complaint or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) to the knowledge of the Company, no officer or key employee of charge against the Company or any of its Subsidiaries, or any group of employees whose continued employment is material to the operations Subsidiary of the Company or any of its Subsidiarieshas been brought before, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing; and (ii) the Company has complied in all material respects with all applicable Laws related to employment. (b) Except as disclosed in the SEC Reports or in Section 3.18(b) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee of the Company or any of its Subsidiaries is presently a member of a trade union andor, to the knowledge of the Company, threatened by, the National Labor Relations Board or any other Governmental Entity in any jurisdiction; (b) there are no threatened or contemplated attempts has not occurred or, to organize for collective bargaining purposes any the knowledge of the employees Company, been threatened any labor strike, picketing, dispute involving a group of employees, slowdown, stoppage, or other similar labor activity against or involving the Company or any such SubsidiarySubsidiary of the Company; (iic) no unfair labor practice complaint neither the Company nor any Subsidiary of the Company is or sex or age discrimination claim has been brought against party to any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent, or attempting to represent any group of employees; (d) neither the Company nor any Subsidiary of the Company is or has been a party to, or affected by or threatened with, any union organizing or election activity or any dispute or controversy with a union involving its employees; and (e) neither the Company nor any Subsidiary of its Subsidiaries before the Company has experienced any Governmental Authority; material labor difficulty involving a group of employees. (iii) there has been no work stoppage or strike by employees Except as set forth on Section 5BB(iii) of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries have complied in all material aspects with all applicable Laws relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining. (c) Except as disclosed in the SEC Reports or in Section 3.18(c) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectLetter, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or for the benefit of any employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination Subsidiary of the employment Company has effectuated a “plant closing” or engagement of that or any other Person “mass layoff” under the Worker Adjustment Retraining Notification Act (including without limitation, payments for wrongful or unfair dismissal, loss of office or redundancy), other than in respect to current month payroll expenses and related deductions in relation to employee and employer contributions. (d“WARN Act”) Except as disclosed nor in the SEC Reports or in Section 3.18(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries past 90 days has any contract, agreement or other arrangement with any of their respective officers, directors or employees involving any payments in excess of US$100,000 to such individual, including without limitation, any payment of consideration in connection with the transfer of any business or assets to the Company (other than in connection with their employment with the Company or Subsidiary of the Company effectuated any plant closing or layoff, which resulted in an “employment loss” within the meaning of its Subsidiaries such as their employment agreements the WARN Act or confidentiality, non-compete and intellectual property assignment agreements any state or share option award agreements)local law similar to the WARN Act.

Employees and Labor Relations. (a) Except as disclosed in the SEC Reports or in Section 3.18(aSchedule 4.18(a) contains a complete and accurate list of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) to the knowledge of the Company, no officer or key following information for each employee of the Company Sellers, including each Inactive Employee: name; job title; current compensation paid or payable; vacation accrued; service credited for purposes of vesting and eligibility to participate in Sellers’ Benefit Plans. (b) There are no labor disputes, material grievances, arbitration proceedings, or any material union organization activities, strikes or work stoppages pending, or to the Sellers’ Knowledge, threatened between any of the Sellers and any of its Subsidiaries, or any group of employees whose continued employment is material to the operations employees. None of the Company or any of its Subsidiaries, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment employees of any of the foregoing; Sellers is represented by a labor union and none of the Sellers is a party to any collective bargaining agreement. There are no unfair labor practice charges, complaints or proceedings pending or, to the Sellers Knowledge, threatened against or involving any of the Sellers. There are no representation proceedings pending and no labor organization or group of employees has made a demand for recognition which is currently pending. (iic) Each of the Company has complied Sellers is in compliance in all material respects with all applicable Laws related relating to employment. (b) Except employment and employment practices, the employment of labor, and has not engaged in any unfair labor practice or unlawful employment practice, except, in each case, to the extent such failure to comply or such engagement, as disclosed in the SEC Reports or in Section 3.18(b) of the Disclosure Schedule or except as case may be, would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee Change. None of the Company or any of its Subsidiaries is presently a member of a trade union andSellers has received written or, to the knowledge Sellers’ knowledge, oral notice of the Company, there are no threatened any employment-related charge or contemplated attempts to organize for collective bargaining purposes complaint against any of the employees Sellers before the Equal Employment Opportunity Commission or the Department of the Company Labor or any such Subsidiary; (ii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any of its Subsidiaries before any other Governmental Authority; (iii) there has been no work stoppage , except for such notices, charges or strike by employees of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries have complied in all material aspects with all applicable Laws complaints relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining. (c) Except as disclosed in the SEC Reports or in Section 3.18(c) of the Disclosure Schedule or except as would not reasonably be expectedalleged violations that, individually or in the aggregate, to would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or for the benefit of any employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination of the employment or engagement of that or any other Person (including without limitation, payments for wrongful or unfair dismissal, loss of office or redundancy), other than in respect to current month payroll expenses and related deductions in relation to employee and employer contributionsChange. (d) Except Sellers have not implemented any plant closing or mass layoff of employees that could implicate the Worker Adjustment and Refraining Notification Act of 1988, as disclosed amended or any similar state, local or foreign Laws (collectively, the “WARN Act”). All previous reductions in workforce implemented by Seller have complied with the SEC Reports or in Section 3.18(dWARN Act. (e) Schedule 4.18(b) contains a true and correct list of the Disclosure Scheduleall former employees of Sellers who, neither the Company nor any of its Subsidiaries has any contract, agreement or other arrangement with any of their respective officers, directors or employees involving any payments in excess of US$100,000 to such individual, including without limitation, any payment of consideration in connection with the transfer of any business or assets to the Company (other than in connection with their employment with the Company or any of its Subsidiaries such Contemplated Transactions, will become “M & A qualified beneficiaries” for whose COBRA benefits Purchaser shall become responsible as their employment agreements or confidentiality, non-compete and intellectual property assignment agreements or share option award agreements)a “successor employer” under Treasury Regulation 54.4980B-9.

Employees and Labor Relations. Except as set forth on Schedule 3.13: (a) Except as disclosed in There are no labor disputes, material grievances, arbitration proceedings, or any material union organization activities, strikes or work stoppages pending, or to the SEC Reports or in Section 3.18(a) Sellers¶ Knowledge, Threatened between any of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) to the knowledge of the Company, no officer or key employee of the Company or Sellers and any of its Subsidiaries, or any group of employees whose continued employment is material to the operations employees. None of the Company or any of its Subsidiaries, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment employees of any of the foregoing; Sellers is represented by a labor union and none of the Sellers is a party to any collective bargaining agreement. No representation question exists respecting any of the Sellers¶ employees. There are no unfair labor practice charges, complaints or proceedings pending or Threatened against or involving any of the Sellers. There are no representation proceedings pending and no labor organization or group of employees has made a demand for recognition which is currently pending. (iib) Each of the Company has complied Sellers is in compliance in all material respects with all applicable Laws related relating to employment. (b) Except employment and employment practices, the employment of labor, and has not engaged in any unfair labor practice or unlawful employment practice, except, in each case, to the extent such failure to comply or such engagement, as disclosed in the SEC Reports or in Section 3.18(b) of the Disclosure Schedule or except as case may be, would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee Change. None of the Company or any of its Subsidiaries is presently a member of a trade union andSellers has received written or, to the knowledge Sellers¶ Knowledge, oral notice of the Company, there are no threatened any employment-related charge or contemplated attempts to organize for collective bargaining purposes complaint against any of the employees Sellers before the Equal Employment Opportunity Commission or the Department of the Company Labor or any such Subsidiary; (ii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any of its Subsidiaries before any other Governmental Authority; (iii) there has been no work stoppage , except for such notices, charges or strike by employees of the Company or any of its Subsidiaries; and (iv) the Company and each of its Subsidiaries have complied in all material aspects with all applicable Laws complaints relating to the employment of labor, including without limitation, those relating to wages, hours and collective bargaining. (c) Except as disclosed in the SEC Reports or in Section 3.18(c) of the Disclosure Schedule or except as would not reasonably be expectedalleged violations that, individually or in the aggregate, to would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liability (whether legally binding or not) to make any payment to or for the benefit of any employee, officer, consultant, independent contractor or agent in respect of past service, pension or the termination of the employment or engagement of that or any other Person (including without limitation, payments for wrongful or unfair dismissal, loss of office or redundancy), other than in respect to current month payroll expenses and related deductions in relation to employee and employer contributionsChange. (dc) Except Sellers have not implemented any plant closing or mass layoff of employees that could implicate the Worker Adjustment and Refraining Notification Act of 1988, as disclosed amended or any similar state, local or foreign Laws (collectively, the ³WARN Act´). All previous reductions in workforce implemented by Seller have complied with the WARN Act, except, in each case, to the extent such failure to comply would not, individually or in the SEC Reports or in Section 3.18(d) of the Disclosure Scheduleaggregate, neither the Company nor any of its Subsidiaries has any contract, agreement or other arrangement with any of their respective officers, directors or employees involving any payments in excess of US$100,000 to such individual, including without limitation, any payment of consideration in connection with the transfer of any business or assets to the Company (other than in connection with their employment with the Company or any of its Subsidiaries such as their employment agreements or confidentiality, non-compete and intellectual property assignment agreements or share option award agreements)have a Material Adverse Change.