Common use of Employees; Employee Relations Clause in Contracts

Employees; Employee Relations. The Company is not a party to, or bound by, the terms of any collective bargaining agreement, and the Company has not experienced any material labor difficulties during the last five (5) years and, during the last five (5) years, none of the employees of the Company has been represented by any labor union or other employee collective bargaining organization, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to the knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There are no labor disputes existing, or to the best knowledge of the Company and Seller, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by employees. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best knowledge of the Company and Sellers, are threatened. The relationships enjoyed by the Company with its employees are good and the Company and Seller has no knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1999, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and Seller, no such shortage of qualified personnel is threatened or pending. No legal proceedings, charges, complaints or similar actions exist under any federal, state, or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age, and the like); (ii) the Fair Labor Standards Act or other federal, state, or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and to the best knowledge of the Company and Seller, no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances exist that would give rise to any such proceedings, charges, complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1999, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent of its employees at any single site of employment in any 90-day period during the 12-month period ending at the Closing Date.

Employees; Employee Relations. (a) Schedule 2.18 sets forth (i) the name and current annual salary and other compensation (including, without limitation, bonus, profit-sharing and other compensation) payable by the Company to each employee whose current total annual compensation or estimated compensation is $50,000 or more, (ii) any increase to become effective after the date of this Agreement in the total compensation payable by the Company to each such person, (iii) any increase to become payable after the date of this Agreement by the Company to employees other than those specified in clause (i) of this Section 2.18(a), (iv) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by the Company to, or made to the Company by, any director, officer or employee, (v) all other transactions between the Company and any director, officer or employee of the Company since September 30, 1998, and (vi) all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on the Prior Years Financials. (a) The Company is not a party to, or to nor bound by, by the terms of any collective bargaining agreement, agreement and the Company has not experienced any material labor difficulties during the last five (5) years andyears. Except as set forth on Schedule 2.18, during the last five (5) years, none of the employees of the Company has been represented by any labor union or other employee collective bargaining organization, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to the knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There there are no labor disputes existing, or to the best knowledge of the Company and SellerSellers, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by employees. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best knowledge of the Company and Sellers, are threatened. (b) The relationships enjoyed by the Company Company's relationship with its employees are is good and the Company and Seller has Sellers have no knowledge of any facts that would indicate that the Company's employees of the Company will not continue in the its employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1999Except as disclosed on Schedule 2.18, the Company has is not experienced a party to any difficulties in obtaining employment contract with any qualified personnel necessary for the operations of its business andindividual or employee, to the best knowledge of the Company and Seller, no such shortage of qualified personnel is threatened either express or pendingimplied. No legal proceedings, charges, complaints or similar actions exist under any federal, state, or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age, and the like); (ii) the Fair Labor Standards Act or other federal, state, or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and to the best knowledge of the Company and Seller, no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances exist that would give rise to any such proceedings, charges, complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1999, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent of its employees at any single site of employment in any 90-day period during the 12-month period ending at the Closing Date.,

Employees; Employee Relations. The Company is not a party to, or bound by, the terms of any collective bargaining agreement, and the Company has not experienced any material labor difficulties during the last five (5) years and, during the last five (5) years, none of the employees of the Company has been represented by any labor union or other employee collective bargaining organization, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to the knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There are no labor disputes existing, or to the best knowledge of the Company and Seller, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by employees. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best knowledge of the Company and Sellers, are threatened. The relationships enjoyed by the Company with its employees are good and the Company and Seller has no knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1999, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and Seller, no such shortage of qualified personnel is threatened or pending. No legal proceedings, charges, complaints or similar actions exist under any federal, state, or local laws affecting the employment relationship including, but not limited to: (i) anti-anti- discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age, and the like); (ii) the Fair Labor Standards Act or other federal, state, or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and to the best knowledge of the Company and Seller, no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances exist that would give rise to any such proceedings, charges, complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1999, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent of its employees at any single site of employment in any 90-day period during the 12-month period ending at the Closing Date.

Employees; Employee Relations. (a) The Disclosure Schedules set forth ----------------------------- the name and current annual salary and other compensation (including, without limitation, bonus, profit-sharing and other compensation) payable by the Company to each employee whose current total annual compensation or estimated compensation is $50,000 or more, any increase to become effective after the date of this Agreement in the total compensation payable by Company to each such person, any increase to become payable after the date of this Agreement by the Company to employees, all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by the Company to, or made to the Company by, any director, officer or employee, all other transactions between the Company and any director, officer or employee of the Company since January 1, 1998, and all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on the Financials. The Company is not a party to, or to nor bound by, by the terms of any collective bargaining agreement, agreement and the Company has not experienced any material labor difficulties during the last five (5) years and, during the last five (5) years, none of the employees of the Company has been represented by any labor union or other employee collective bargaining organization, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to the knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There are no labor disputes existing, or to the best knowledge of the Company and SellerSellers, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by employees. No charges or proceedings before the National Labor Relations Board, Board or similar agency, agency exist, or to the best knowledge of the Company and Sellers, are threatened. The relationships enjoyed by the Company Company's relationship with its employees are is good and the Company and Seller has Sellers have no knowledge of any facts that would indicate that the Company's employees of the Company will not continue in the its employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31The Company is not a party to any employment contract with any individual or employee, 1999, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and Seller, no such shortage of qualified personnel is threatened either express or pendingimplied. No legal proceedings, charges, complaints complaints, or similar actions exist under any federal, state, or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age, and or regulations affecting the like); (ii) the Fair Labor Standards Act or other federal, state, or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplacerelationship; and to the best knowledge of the Company and SellerSellers, no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances exist that would give rise to any such proceedings, charges, complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31January 1, 19991998, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the . The Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90-) day period during the twelve (12-) month period ending at January 1, 1998. It shall be the Closing Dateobligation of Company and Sellers to provide any notice required by said Act by reason of the provisions, execution or operation of this Agreement. The Company is in full compliance with the Americans with Disabilities Act (the "ADA").