Common use of Employees and Labor Clause in Contracts

Employees and Labor. None of the Employees is represented in his or her capacity as an employee of the Company, the Purchased Companies or any 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 Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 and any similar state, local, national or foreign “mass layoff” or “plant closing” Law in all applicable jurisdictions relating to the employment of labor (“WARN”), 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, the Purchased Companies or any of their Subsidiaries within the six (6) months prior to Closing.

Employees and Labor. None (i) The Company has not received any notice, nor, to the best knowledge of the Employees Company and the Shareholders, is represented in 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 capacity as full business time to the affairs of the Business prior to the Closing Date and, if such person becomes an employee of the CompanyAcquiror or PentaStar, to the Purchased Companies or any of their Subsidiaries by any labor organization. None affairs of the CompanyAcquiror or PentaStar after the Closing Date. PentaStar and the Acquiror shall (A) have complete discretion in determining which, the Purchased Companies or any of their Subsidiaries has recognized any labor organizationif any, 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, Company that the Purchased Companies or 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 their Subsidiariestime. There is no picketing, pending or, to the Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the The Company is there not be required to give any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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, notice under the Worker Adjustment and Retraining Notification Act and Act, as amended, or any similar stateLegal Requirement as a result of this Agreement, local, national the Other Seller Agreements or foreign “mass layoff” the transactions contemplated hereby or “plant closing” Law in all applicable jurisdictions relating to the employment of thereby. The Company does not have any labor (“WARN”), 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” relations problems or “plant closing” (as defined by WARN) disputes 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 Purchased Companies or any of their Subsidiaries within the six (6) months prior to ClosingCompany. All Key Employees are listed on Exhibit 3.1(n)(i).

Employees and Labor. None of the Employees is represented in his or her capacity as an employee of the Company, the Purchased Companies or any 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 Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 and any similar state, local, national or foreign “"mass layoff” " or “"plant closing” " Law in all applicable jurisdictions relating to the employment of labor (“"WARN”"), 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, the Purchased Companies or any of their Subsidiaries within the six (6) months prior to Closing.no

Employees and Labor. None of the Employees employees of the Company is represented in his or her capacity as an employee of the Company, the Purchased Companies or any of their Subsidiaries Company by any labor organization. None of the Company, the Purchased Companies or any of their Subsidiaries The Company has not recognized any labor organization, or has any labor organization been elected as the collective bargaining agent of any Employeesemployees. None of the Company, the Purchased Companies or any of their Subsidiaries The Company has not entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employeesemployees. There is no union organization activity involving any of the Employeesemployees, pending or threatened, nor has there ever been union representation or any union organization activity involving any of the Employees in the Employees’ capacities as employees of the Company, the Purchased Companies or any of their Subsidiariesemployees. There is no picketing, picketing pending or, to the Knowledge of the Company, or threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrationsarbitrations or, except as set forth on Schedule 4.16, grievances or other labor disputes involving any of the Employeesemployees, pendingpending or, or to the Knowledge of the CompanySeller Parties, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. There are no written complaints, charges or claims against the Company, the Purchased Companies or any of their Subsidiaries Company pending or, to the Knowledge of the Company threatenedSeller Parties, to threatened that could be brought by or filed with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 The Company is in compliance with all Applicable Laws relating to the employment of labor, including all such Applicable Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local, national state or foreign local “mass layoff” ’ or “plant closing” Law in all applicable jurisdictions relating to the employment of labor law (“WARN”), 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, the Purchased Companies or any of their Subsidiaries Company within the six (6) months prior to Closing. Except as set forth on Schedule 4.16, the Company has not, in the last five years, been investigated or examined by the U.S. Department of Labor.

Employees and Labor. None No Seller has received any notice, nor, to the best knowledge of the Employees Seller and the Shareholders, is represented in there any reason to believe that any executive or key employee of any Seller or any group of employees of any Seller has any plans to terminate his, her or its employment with any Seller. No executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her capacity as full business time to the affairs of the Sellers prior to the Closing Date and, if such person becomes an employee of the Company, the Purchased Companies or any 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 orBuyer, to the Knowledge affairs of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any Buyer after the Closing Date. To the best knowledge of the EmployeesSellers and the Shareholders, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 each Seller has complied with all Laws Legal Requirements relating to the employment of labor, including all such Laws provisions thereof relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local, national or foreign “mass layoff” or “plant closing” Law in all applicable jurisdictions relating to the employment of labor (“WARN”)equal opportunity, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation bargaining and the collection and payment of withholding and/or social security taxes and other Taxes. No Seller will be required to give any notice under any plant closing or similar tax except for immaterial non-compliancelaw as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. There No Seller has any labor relations problems or disputes, nor has any Seller experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. No Seller is a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at any Seller's facilities, and no union organization effort has been no “mass layoff” threatened, initiated or “plant closing” (as defined by WARN) is in progress with respect to the Companyany employees of any Seller. No Seller is indebted to any shareholder, the Purchased Companies officer, director, employee or 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 ordinary course of their Subsidiaries within the six (6) months prior business and not yet payable, nor is any shareholder, officer, director, employee or consultant or any relative or affiliate thereof so indebted to Closingany Seller.

Employees and Labor. (i) None of the Employees Company, UST or VNS has received any notice, nor, to the best knowledge of the Company and the Shareholder, is represented in there any reason to believe that any Key Employee of the Company, UST or VNS or any group of employees of the Company, UST or VNS has 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 Company 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 capacity full business time to the affairs of the Company, UST or VNS, as the case may be, prior to the Closing and, if such person becomes an employee of the CompanyAcquiror or PentaStar, to the Purchased Companies affairs of the Acquiror or any of their Subsidiaries by any labor organizationPentaStar after the Closing. None of the Company, UST or VNS will be required to give any notice under the Purchased Companies Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of their Subsidiaries has recognized any labor organizationthis Agreement, the Other Seller Agreements or has any labor organization been elected as the collective bargaining agent of any Employeestransactions contemplated hereby or thereby. None of the Company, the Purchased Companies UST or VNS has any labor relations problems or disputes, nor has any of their Subsidiaries has entered into the Company, UST or VNS experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. None of the Company, UST or VNS is a party to or bound by any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. There agreement, there is no union or collective bargaining unit at the Company's, UST's or VNS's facilities, and no union organization activity involving any of the Employees, pending or effort has been threatened, nor has there ever been union representation involving initiated or is in progress with respect to any of the Employees in the Employees’ capacities as employees of the Company, the Purchased Companies UST or any of their Subsidiaries. There is no picketing, pending or, to the Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 and any similar state, local, national or foreign “mass layoff” or “plant closing” Law in all applicable jurisdictions relating to the employment of labor (“WARN”), 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, the Purchased Companies or any of their Subsidiaries within the six (6) months prior to ClosingVNS.

Employees and Labor. None The Company has not received any notice, nor, to the best knowledge of the Employees Company and the Shareholders, is represented in there any reason to believe that any executive or key employee of the Company 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 executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her capacity as full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Company, the Purchased Companies or any 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 orBuyer, to the Knowledge affairs of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of Buyer after the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Closing Date. The Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 has complied with all Laws Legal Requirements relating to the employment of labor, including all such Laws provisions thereof relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local, national or foreign “mass layoff” or “plant closing” Law in all applicable jurisdictions relating to the employment of labor (“WARN”)equal opportunity, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation bargaining and the collection and payment of withholding and/or social security taxes and other Taxes. The Company will not be required to give any notice under any plant closing or similar tax except for immaterial non-compliancelaw as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. There The Company does not have any labor relations problems or disputes, nor has 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 no “mass layoff” threatened, initiated or “plant closing” (as defined by WARN) is in progress with respect to any employees of the Company. The Company is not indebted to any shareholder, the Purchased Companies officer, director, employee or 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 ordinary course of their Subsidiaries within business and not yet payable, nor is any shareholder, officer, director, employee or consultant or any relative or Affiliate thereof so indebted to the six (6) months prior to ClosingCompany.

Employees and Labor. None of the Employees is represented in his or her capacity as an employee of the Company, the Purchased Companies or any 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 Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Employees, pending, or to the Knowledge of the Company, threatened; nor to the Knowledge of the Company is there any reasonable basis for such actions. 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 threatened, to be brought by or filed with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, the Purchased Companies or any 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 and any similar state, local, national or foreign “"mass layoff” " or “"plant closing” " Law in all applicable jurisdictions relating to the employment of labor (“"WARN”"), 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, the Purchased Companies or any of their Subsidiaries within the six (6) months prior to Closing.