Common use of Employees and Labor Clause in Contracts

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge None of the Shareholders, Employees is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting represented in his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes capacity as an employee of the Acquiror Company, the Purchased Companies or PentaStarany of their Subsidiaries by any labor organization. None of the Company, the Purchased Companies or any of their Subsidiaries has recognized any labor organization, or has any labor organization been elected as the collective bargaining agent of any Employees. None of the Company, the Purchased Companies or any of their Subsidiaries has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. There is no union organization activity involving any of the Employees, pending or threatened, nor has there ever been union representation involving any of the Employees in the Employees’ capacities as employees of the Company, the Purchased Companies or any of their Subsidiaries. There is no picketing, pending or, to the affairs Knowledge of the Acquiror Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or PentaStar after other labor disputes involving any of the Closing DateEmployees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. The There are no complaints, charges or claims against the Company, the Purchased Companies or any of their Subsidiaries pending or, to Knowledge of the Company shall not threatened, to be required brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to give the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any notice under of their Subsidiaries, of any individual, and to the Knowledge of the Company, there is no reasonable basis for any such complaint, charge or claim. Each of the Company, the Purchased Companies and their Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act, as amended, or Act and any similar Legal Requirement as a result state, local, national or foreign “mass layoff” or “plant closing” Law in all applicable jurisdictions relating to the employment of this Agreementlabor (“WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the Other Seller Agreements or the transactions contemplated hereby or therebycollection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort There has been threatened, initiated no “mass layoff” or is in progress “plant closing” (as defined by WARN) with respect to any employees of the Company. , the Purchased Companies or any of their Subsidiaries within the six (ii6) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period months prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsibleClosing.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee executive or key employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Except as described on Exhibit 3.1(n)(i), the Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12twelve-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12twelve-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge None of the Shareholders, Employees is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting represented in his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes capacity as an employee of the Acquiror Company, the Purchased Companies or PentaStarany of their Subsidiaries by any labor organization. None of the Company, the Purchased Companies or any of their Subsidiaries has recognized any labor organization, or has any labor organization been elected as the collective bargaining agent of any Employees. None of the Company, the Purchased Companies or any of their Subsidiaries has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. There is no union organization activity involving any of the Employees, pending or threatened, nor has there ever been union representation involving any of the Employees in the Employees' capacities as employees of the Company, the Purchased Companies or any of their Subsidiaries. There is no picketing, pending or, to the affairs Knowledge of the Acquiror Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or PentaStar after other labor disputes involving any of the Closing DateEmployees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. The There are no complaints, charges or claims against the Company, the Purchased Companies or any of their Subsidiaries pending or, to Knowledge of the Company shall not threatened, to be required brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to give the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any notice under of their Subsidiaries, of any individual, and to the Knowledge of the Company, there is no reasonable basis for any such complaint, charge or claim. Each of the Company, the Purchased Companies and their Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act, as amended, or Act and any similar Legal Requirement as a result of this Agreementstate, the Other Seller Agreements local, national or the transactions contemplated hereby foreign "mass layoff" or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party "plant closing" Law in all applicable jurisdictions relating to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of labor ("WARN"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Company in the 12collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.compliance. There has been no

Employees and Labor. (ia) The Neither the Company has not received nor any notice, nor, of its Subsidiaries is a party to the best knowledge of the Shareholders, is or otherwise bound by any labor or collective bargaining agreement and there any reason are no labor or collective bargaining agreements which pertain to believe that any Key Employee employees of the Company or any of its Subsidiaries. (b) No labor organization or group of employees of the Company or any of its Subsidiaries has ever made a pending demand for recognition, and there has never been any plans representation or certification proceeding, or petition seeking a representation proceeding, pending or, to terminate his, her or its employment with the Company. To the best knowledge of the ShareholdersSelling Stockholders, no Key Employee is subject threatened to any agreementbe brought or filed, obligationwith the National Labor Relations Board, Order other labor relations tribunal or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time Governmental Body with respect to the affairs Company or any of its Subsidiaries. There has never been any organizing activity involving the Company or any of its Subsidiaries by any labor organization or group of employees of the Company prior to the Closing Date andor any of its Subsidiaries. (c) There has never been any strikes, if such person becomes an employee of the Acquiror work stoppages, slowdowns, picketing, walkouts, lockouts, other job actions, arbitrations, grievances, unfair labor practice charges or PentaStarcomplaints or other labor disputes pending or, to the affairs knowledge of the Acquiror Selling Stockholders, threatened against or PentaStar after involving the Closing Date. The Company shall or any of its Subsidiaries and, to the knowledge of the Selling Stockholders, there are no acts or circumstances which could form the basis for any of the foregoing. (d) Except as disclosed on Schedule 4.17(d), there are no complaints, charges, actions, claims or lawsuits against the Company or any of its Subsidiaries pending or, to knowledge of the Selling Stockholders, threatened, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or services, termination of employment or services, or failure to employ or retain by the Company or any of its Subsidiaries of any individual, including but not be required limited to give any notice claims under ERISA, the Civil Rights laws, Americans with Disabilities Act, Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, Worker Adjustment and Retraining Notification Act and any similar state or local Law ("WARN"), and Family and Medical Leave Act, as amendedand, to the knowledge of the Selling Stockholders, there are no facts or circumstances which could form the basis for any of the foregoing. There are no pending or, to the knowledge of the Selling Stockholders, threatened investigations of or relating to the Company or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound its Subsidiaries by any collective bargaining agreement, there is no union Governmental Body responsible for the enforcement of labor or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment Laws. Each of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior its Subsidiaries is in compliance with all Laws and Orders relating to the date such salesperson left the employment of labor, including all such Laws and Orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax except for immaterial non-compliance. There has been no "mass layoff" or "plant closing" (as defined by WARN) with respect to the Company which were attributable or any of its Subsidiaries within the six months prior to such salesperson or for which such salesperson was responsibleClosing.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee executive or key employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12twelve-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12twelve-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (i) The Company None of the Company, UST or VNS has not received any notice, nor, to the best knowledge of the ShareholdersCompany and the Shareholder, is there any reason to believe that any Key Employee of the Company Company, UST or VNS or any group of employees of the Company Company, UST or VNS has any made plans to terminate his, her or its employment with the Company, UST or VNS, as the case may be. To the best knowledge of the ShareholdersCompany and the Shareholder, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company Company, UST or VNS, as the case may be, prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing DateClosing. The Company shall not None of the Company, UST or VNS will be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have None of the Company, UST or VNS has any labor relations problems or disputes, nor has any of the Company Company, UST or VNS experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company None of the Company, UST or VNS is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's, UST's or VNS's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company, UST or VNS. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company Company, UST or VNS, other than UST Telemarketers, who has left the employment of the Company Company, UST or VNS in the 12twelve-month period prior to the date of this Agreementending January 31, 2000, (B) the date such salesperson left the employment of the Company Company, UST or VNS and (C) the dollar amount of orders booked by the Company Company, UST or VNS during the 12twelve-month period prior to the date such salesperson left the employment of the Company Company, UST or VNS which were attributable to such salesperson or for which such salesperson was responsible, as reported through databases of each company which do not reconcile to any of such companies' general ledgers.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the ShareholdersShareholder, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the ShareholdersShareholder, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Except as set forth on Exhibit 3.1(n)(i), the Company does not have any labor relations problems or disputes, disputes nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the ShareholdersCompany, is there any reason to believe that any Key Employee of the Company with respect to the Business or any group of employees of the Company with respect to the Business has any made plans to terminate his, her or its employment with the Company. To the best knowledge of the ShareholdersCompany, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company with respect to the Business prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing DateClosing. The Company shall is not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputesdisputes with respect to the Business, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputesdisputes with respect to the Business. The Company is not a party to or bound by any collective bargaining agreementagreement with respect to the Business, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company with respect to the Business who has left the employment of the Company in the 12twelve-month period ending February 29, 2000 and who generated in the twelve-month period prior to the date of this Agreementsuch salesperson's departure more than $100,000 in commission revenues from Ameritech, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12twelve-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (a) Section 3.13 of the Company Disclosure Letter sets forth (i) The a true and complete list of all collective bargaining Contracts and similar labor union Contracts to which the Company has not received or any noticeof its Subsidiaries is a party or is otherwise bound, nor, (ii) a true and complete list of all current or pending arbitrations to which any collective bargaining Contract or similar labor union Contract is applicable or relating to any labor union or similar organization or any member thereof. No other collective bargaining Contracts or similar labor union Contracts with the employees or their representatives and/or the trade unions exist and/or are applied with the Company other than those disclosed in Section 3.13 of the Company Disclosure Letter. Except to the best knowledge extent covered by a collective bargaining Contract or similar labor union Contract as set forth on Section 3.13 of the ShareholdersCompany Disclosure Letter, is there any reason to believe that any Key Employee (A) none of the employees of the Company or any group of its Subsidiaries (the "Employees") is represented in his or her capacity as an Employee by any labor union or similar organization, (B) the Company and its Subsidiaries have not recognized any labor organization as the collective bargaining agent of any Employees with respect to employment with the Company or any of its Subsidiaries and (C) after January 1, 2002, no labor union or similar organization has attempted to organize or otherwise made a claim to represent the Employees and no such action is pending or threatened. After January 1, 2002, neither the Company nor any of its Subsidiaries has experienced any lockout or work slowdown or stoppage, and there is no labor dispute or work slowdown or stoppage pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries. (i) Each of the Company and its Subsidiaries is, and at all times since January 1, 2002, has been, in compliance in all material respects with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice, (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending, or to the Knowledge of the Company, threatened before the National Labor Relations Board, and (iii) the Company and its Subsidiaries have not experienced any material labor difficulty since January 1, 2002, (iv) there has been no "mass layoff" or "plant closing" by the Company or any of its Subsidiaries as defined in the Federal Workers Adjustment Retraining And Notification Act ("WARN) or any state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or any state law equivalent, within (90) days prior to the Effective Time. (c) No liability has been incurred by the Company for breach of any employment agreement, plant agreement, collective bargaining Contract, or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employment or for any other liability accruing from the termination or variation of any contract of employment or for services or from the violation of any statutory labor law, including the applicable laws regarding the protection of disabled persons. (d) The Company has no obligations (including the obligation to restore employment relationships that have been terminated) arising from the termination or cancellation of any of its employment agreements with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries. (e) All salaries, wages, bonuses, commissions and other emoluments relating to the directors, officers and employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time have always been paid when due and to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of extent this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, case are reflected and no union organization effort has been threatened, initiated or is accrued in progress with respect to any employees the records of the Company. (iif) Exhibit 3.1(n)(iiAll foreign nationals employed with the Company hold valid work permits, if necessary, and are in compliance with any rules or regulations imposed by the relevant country. (g) lists (A) the name of each salesperson (whether such salesperson was an employee or No independent contractor) contractor of the Company who has left may be characterized as an employee in connection with the employment determination to provide or pay any benefits in respect of the Company in the 12-month period prior such person or to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson pay or for which such salesperson was responsiblewithhold any taxes or required withholdings.

Employees and Labor. The Company acquires professional employment services through a Client Service Agreement with Oasis Outsourcing, Inc. (i) "Oasis"). The Company is indemnified by Oasis for claims arising from employees of such employee leasing company, their employment with the employee leasing company, or their providing services to the Company relating to worker's compensation, withholding tax and ERISA laws and actions taken by Oasis pursuant to written policies. The Company has not received any notice, nor, to the best knowledge of the ShareholdersShareholder, is there any reason to believe that any Key Employee executive or key employee of the employee leasing company that leases employees to the Company or any group of such employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the ShareholdersShareholder, no Key Employee such executive or key employee (including the Shareholder) is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee executive or key employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, (29 U.S.C.A. ss.2101 et seq.) or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Company and the Shareholders, is there any reason to believe that any Key Employee executive or key employee of the Company or other than Miltxx X. Xxxxxxx xxx Alicx X. Xxxxxxx, xx any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Company and the Shareholders, no Key Employee executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee executive or key employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStarBuyer, to the affairs of the Acquiror or PentaStar Buyer after the Closing Date. The Company shall has complied with all Legal Requirements relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes. The Company will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, any plant closing or any similar Legal Requirement law as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an . The Company is not indebted to any shareholder, officer, director, employee or independent contractor) of the Company who has left the employment of the Company consultant or any relative or Affiliate thereof, whether by loan, advance or otherwise, other than for salaries accrued but not yet payable and reimbursable out-of-pocket expenses incurred in the 12-month period prior ordinary course of business and not yet payable, nor is any shareholder, officer, director, employee or consultant or any relative or Affiliate thereof so indebted to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsibleCompany.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Company and the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company with respect to the Business has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Company and the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company Business prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. PentaStar and the Acquiror shall (A) have complete discretion in determining which, if any, employees of the Company that the Acquiror may offer employment to and the terms of any such employment and (B) shall not have any obligation to employ any such employee which the Acquiror may hire for any period of time. The Company shall is not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputesdisputes with respect to the Business, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. All Key Employees are listed on Exhibit 3.1(n)(i). (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company with respect to the Business who has left the employment of the Company in the 12-month period prior to the date of this AgreementAgreement or the Closing, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company with respect to the Business during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (ia) The Company has not received any notice, nor, made available to the best knowledge Parent a true and correct copy of an anonymized list of all employees of the ShareholdersCompany and the Company Subsidiaries as of the date of this Agreement, is there together with each such employee’s respective work location, job title, base salary or hourly rate, as applicable, target bonus, hire date and (if applicable) exempt/non-exempt status. (b) Except as set forth on Section 3.13(b) of the Company Disclosure Letter, (i) the Company and the Company Subsidiaries are not and, since September 30, 2018, have not been, party to, or bound by, any reason to believe that collective bargaining agreement, works council agreement or similar agreement or arrangement with any Key Employee labor union, works council or other labor organization or employee representative body, and (ii) no employees of the Company or any of the Company Subsidiaries are represented by any labor union, works council, other labor organization or employee representative body with respect to their terms and conditions of employment with the Company or any of the Company Subsidiaries. There is no labor strike, organized work slowdown or lockout or, to the knowledge of the Company, any threat thereof, against the Company or any Company Subsidiary. To the knowledge of the Company, there are no union organizing activities pending or threatened, and no union, works council or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any plans to terminate his, her petition or its employment with commenced a representation Proceeding before the Company. National Labor Relations Board or any other labor relations tribunal or Governmental Entity. (c) To the best knowledge of the ShareholdersCompany, and except as would not be material to the Company and Company Subsidiaries, taken as a whole, (i) since September 30, 2018, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time employee has transferred to the affairs Company or any Company Subsidiary pursuant to the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 (as amended) or equivalent transfer regulations, and (ii) there are no employees who transferred to the Company or any Company Subsidiaries at any time by operation of Law and who prior to such transfer participated in a defined benefit pension scheme that made provision for benefits other than related to old age, invalidity or on death where such benefits transferred to the Company or the applicable Company Subsidiary. (d) To the knowledge of the Company, as of the date hereof, no employee of the Company prior or any Company Subsidiary is in violation of any material term of any agreement that contains non-disclosure, non-competition or other restrictive covenant obligations (i) in favor of the Company or any Company Subsidiary or (ii) in favor of a former employer of any such employee relating (A) to the Closing Date andright of any such employee to be employed by the Company or any Company Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (e) Except as has not had, if and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since September 30, 2018, (i) the Company and the Company Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that has come due and payable to their respective current or former employees and independent contractors under applicable Law, Contract or policy; (ii) each individual classified by the Company or any Company Subsidiary as an independent contractor has been properly classified as such person becomes an under applicable Law; and (iii) each employee classified as exempt from overtime under the Fair Labor Standards Act has been properly classified under applicable Law. (f) Since September 30, 2018, no allegations of sexual harassment or discrimination have been made against any officer or director of the Company or any Company Subsidiary, or against any employee of the Acquiror Company or PentaStarany Company Subsidiary at the level of Vice President or above, except as would not be material to the affairs of Company and the Acquiror Company Subsidiaries, taken as a whole. (g) Since September 30, 2018, neither the Company nor any Company Subsidiary has conducted any “mass layoff” or PentaStar after the Closing Date. The Company shall not be required to give any notice “plant closing” (each as defined under the Worker Adjustment and Retraining Notification Act, as amended, Act of 1988 or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Companyapplicable state Law). (h) Except as would not result in material liability for the Company or the Company Subsidiaries, taken as a whole, (i) the Company and the Company Subsidiaries have complied with the requirements of applicable COVID-19 Measures, (ii) Exhibit 3.1(n)(iineither the Company nor any Company Subsidiary has received a formal written complaint by or on behalf of a current or former employee alleging that the Company or any Company Subsidiary has failed to comply with applicable COVID-19 Measures, and (iii) lists (A) no Proceedings have been brought, or to the name of each salesperson (whether such salesperson was an employee or independent contractor) knowledge of the Company who has left the employment of threatened, against the Company or any Company Subsidiary alleging a failure to comply with applicable COVID-19 Measures (i) Except as would not result in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of material liability for the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of Subsidiaries, taken as a whole, the Company which were attributable to such salesperson or for which such salesperson was responsibleand the Company Subsidiaries have complied with all applicable requirements under Executive Order 11246.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputesdisputes with respect to the Retained Operations, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company with respect to the Retained Operations who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company with respect to the Retained Operations during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.

Employees and Labor. (a) Folder 14 of the Data Room contains: (i) The Company has not received any notice, nor, to the best knowledge a summary of the Shareholderscurrent material terms of all current recognition, is there procedural, collective or other agreements between the Group and any reason to believe that trade union, works council or other body representing the employees (or any Key Employee of them); and (ii) a summary of the Company or maximum awards which may be awarded under all general bonus schemes applicable to any group of employees employees/consultants and for which any Group member is required to provide. Folder 14 of the Company has any plans to terminate his, her or its Data Room contains the employment with agreements used by the Company. To Group for employees who are participants in the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Companymanagement equity incentive plan. (iib) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company No Group member has, in the 12-month period prior to one year immediately preceding the date of this Agreement, been a party to, or has been obliged to be a party to, any consultation in relation to any collective redundancies made pursuant to section 188 of the Trade Union and Labour Relations (BConsolidation) Xxx 0000 of the United Kingdom (or under any equivalent or analogous legislation in any other jurisdiction). (c) No Group member recognizes any trade union or other body representing the Group’s employees for the purpose of collective bargaining or other negotiating purposes. (d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, no member of the Group has, in the two (2) years immediately preceding the date such salesperson left the of this Agreement, been a party to any disputes, claims, legal proceedings, or complaints under any applicable employment legislation or otherwise (collectively, “Proceedings”) between any Group member and any employees of the Company Group (or any trade union or appropriate representatives), and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment knowledge of the Company Company, there are no facts or circumstances, which were attributable would reasonably be expected to such salesperson give rise to any Proceedings. (e) No Group member has made any loan or advance to any employee or past or prospective employee in excess of €500,000 which remains outstanding as at the date of this Agreement. (f) No Group member has, in the one year immediately preceding the date of this Agreement, been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006 of the United Kingdom) (or any similar arrangement under any equivalent or analogous legislation in any other jurisdiction). (g) The consummation of the Merger shall not entitle any employee or individual engaged by any member of the Group to terminate his or her employment or engagement or receive any payment or other benefit (except for which such salesperson was responsiblethe Transaction Bonuses).

Employees and Labor. (ia) The Company has not received any notice, nor, to the best knowledge employment of each employee of the ShareholdersCompany and Company Subsidiary who performs services for such Company or Company Subsidiary exclusively or primarily in the United States is terminable by such Company or Company Subsidiary “at will.” (b) Since January 1, 2021, none of the Company or the Company Subsidiaries is there or has been a party to, or is currently negotiating the terms of, any reason collective bargaining agreement, works council, labor, voluntary recognition or similar agreement, other than those that are not specifically directed at the Company or any Company Subsidiary or that are generally applicable to believe that persons operating in an industry, sector, line of business or country or to a certain group or type of employee, with respect to any Key Employee employee of the Company or any group Company Subsidiary or other Contract with a labor organization, union, works council or similar entity representing any employee of the Company or any Company Subsidiary, and, to the knowledge of the Company, there are no labor organizations, unions, works councils or similar entities representing or seeking to represent any such employees of the Company has or any plans to terminate hisCompany Subsidiary. There is no union, her works council, employee representative or its employment with the Company. To the best knowledge of the Shareholdersother labor organization, no Key Employee is subject which, pursuant to any agreementapplicable Law, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, works council, labor, voluntary recognition or similar agreement, must provide consent to the Company or any Company Subsidiary, or with which the Company or any Company Subsidiary must negotiate, notify or consult, in connection with any of the Transactions. Since January 1, 2021, neither the Company nor any Company Subsidiary has engaged in any material unfair labor practice as defined in the National Labor Relations Act or any other similar applicable Law (an “Unfair Labor Practice”). Since January 1, 2021, (i) there is no union has not been any material Unfair Labor Practice complaint, charge or collective bargaining unit at suit pending against the Company's facilities, and no union organization effort has been threatened, initiated Company or is in progress any Company Subsidiary with respect to any employees of the Company or any Company Subsidiary, and (ii) to the knowledge of the Company, neither the Company or any Company Subsidiary has received any demand letter related to any matter described in clause (i) above. There are no, and since January 1, 2021 there have been no, slowdowns, strikes, pickets, boycotts, group work stoppages or labor interruptions, or, to the knowledge of the Company, formal attempts to organize or formal union organizing activity in progress or pending against the Company or any Company Subsidiary or any of their employees. (iic) Exhibit 3.1(n)(iiExcept as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2021, to the knowledge of the Company, each natural person that renders or has rendered services to the Company or any Company Subsidiary that is or was classified as an independent contractor or as an exempt employee, is properly characterized as such, including with respect to the Fair Labor Standards Act and similar applicable Laws (the “FLSA”) lists and unemployment insurance and worker’s compensation obligations. Since January 1, 2021, neither the Company nor any Company Subsidiary has received any written notice from any person disputing such classification. (Ad) The Company and each Company Subsidiary is, and since January 1, 2021 has been, in compliance with all Employment Laws, in each case, except for such noncompliance as would not, individually or in the name of each salesperson (whether such salesperson was an employee or independent contractor) aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. Since January 1, 2021, none of the Company who or any Company Subsidiary has left the employment or have effectuated (nor currently plans to effectuate) a “plant closing” or “mass layoff” involving any employee of the Company or any Company Subsidiary as such terms are defined in the 12-month period prior Worker Adjustment and Retraining Notification Act of 1988, as amended, and all applicable similar foreign, state or local Laws. Except as would not, individually or in the aggregate, reasonably be expected to the date of this Agreement, (B) the date such salesperson left the employment of be material to the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of Subsidiaries, taken as a whole, or as otherwise reflected or adequately reserved in the Company which were attributable Financial Statements, neither the Company nor any Company Subsidiary has any liability for any arrears of wages, salaries, commissions, bonuses or severance pay, including pursuant to such salesperson any Contract, policy, practice or for which such salesperson was responsibleapplicable Law.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company, except that the Shareholders may terminate their employment by the Acquiror within six months post-Closing. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.the

Employees and Labor. (i) The Company No Seller has not received any notice, nor, to the best knowledge of the Seller and the Shareholders, is there any reason to believe that any Key Employee executive or key employee of the Company any Seller or any group of employees of the Company any Seller has any plans to terminate his, her or its employment with the Companyany Seller. To the best knowledge of the Shareholders, no Key Employee No executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee executive or key employee from devoting his or her full business time to the affairs of the Company Sellers prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStarBuyer, to the affairs of the Acquiror or PentaStar Buyer after the Closing Date. The Company shall not To the best knowledge of the Sellers and the Shareholders, each Seller has complied with all Legal Requirements relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes. No Seller will be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, any plant closing or any similar Legal Requirement law as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have No Seller has any labor relations problems or disputes, nor has the Company any Seller experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company No Seller is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Companyany Seller's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company. (ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an any Seller. No Seller is indebted to any shareholder, officer, director, employee or independent contractor) of the Company who has left the employment of the Company consultant or any relative or affiliate thereof, whether by loan, advance or otherwise, other than for salaries accrued but not yet payable and reimbursable out-of-pocket expenses incurred in the 12-month period prior ordinary course of business and not yet payable, nor is any shareholder, officer, director, employee or consultant or any relative or affiliate thereof so indebted to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsibleany Seller.

Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge None of the Shareholders, Employees is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting represented in his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes capacity as an employee of the Acquiror Company, the Purchased Companies or PentaStarany of their Subsidiaries by any labor organization. None of the Company, the Purchased Companies or any of their Subsidiaries has recognized any labor organization, or has any labor organization been elected as the collective bargaining agent of any Employees. None of the Company, the Purchased Companies or any of their Subsidiaries has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. There is no union organization activity involving any of the Employees, pending or threatened, nor has there ever been union representation involving any of the Employees in the Employees' capacities as employees of the Company, the Purchased Companies or any of their Subsidiaries. There is no picketing, pending or, to the affairs Knowledge of the Acquiror Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or PentaStar after other labor disputes involving any of the Closing DateEmployees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. The There are no complaints, charges or claims against the Company, the Purchased Companies or any of their Subsidiaries pending or, to Knowledge of the Company shall not threatened, to be required brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to give the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any notice under of their Subsidiaries, of any individual, and to the Knowledge of the Company, there is no reasonable basis for any such complaint, charge or claim. Each of the Company, the Purchased Companies and their Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act, as amended, or Act and any similar Legal Requirement as a result state, local, national or foreign "mass layoff" or "plant closing" Law in all applicable jurisdictions relating to the employment of this Agreementlabor ("WARN"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Other Seller Agreements or the transactions contemplated hereby or therebycollection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort There has been threatened, initiated no "mass layoff" or is in progress "plant closing" (as defined by WARN) with respect to any employees of the Company. , the Purchased Companies or any of their Subsidiaries within the six (ii6) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period months prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsibleClosing.