Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. Schedule 2.20 attached hereto sets forth a true and complete list of all employees of Seller that perform services primarily for the Business as of the date hereof (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth in Schedule 2.20 attached hereto, upon termination of the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge of Seller, there are no facts or circumstances that could give rise to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20, no collective bargaining agreements relating to any Employee is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.

Employees; Labor Matters. (a) Schedule 2.20 attached hereto sets forth 3.20(a), contains a true complete and complete accurate list of all employees the following information for each current employee of Seller that perform services primarily for Xxxxxxx, including each employee on leave of absence or layoff status (each, a "Xxxxxxx Employees"): name; job title; date of hiring or engagement; and current compensation paid or payable. (b) Xxxxxxx has not violated the Business as of Worker Adjustment and Retraining Notification Act (the date hereof "WARN ACT") or any similar state or local Law. (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. c) Except as set forth in Schedule 2.20 attached hereto3.20(c), upon termination of with respect to each employee previously or presently employed by Xxxxxxx: (i) no such person is bound by any contract, agreement, understanding or other arrangement that purports to limit his, her or its ability to engage in or continue or perform any conduct, activity, duties or practice relating to the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement Business or otherwise be liable to assign to Xxxxxxx or to any Employee for so-called “severance pay” or other person any other payments. Except as set forth in Schedule 2.20 attached heretorights to any invention, Seller does not haveimprovement, or within the last three discovery; (3ii) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, and Xxxxxxx have complied in all material respects with all applicable laws and regulations respecting Laws relating to the employment of labor, employmentincluding provisions thereof relating to wages, fair employment practiceshours, terms equal opportunity, collective bargaining and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wagessocial security and other Taxes; (iii) Seller has no Knowledge of any pending material labor relations problem relating to the Business, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge Knowledge of Seller, the labor relations of the Business are satisfactory; (iv) there are is no facts or circumstances that could give rise to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect agreement to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20which Xxxxxxx is a party, no collective bargaining agreements relating to any Employee agreement is in effect or are currently being negotiated or are about to be negotiated by Seller. Seller is, proposed and, to the Knowledge of Seller’s knowledge, no person is making any attempt or effort to form a labor union; (v) there are no material workers' compensation claims pending against Xxxxxxx and Seller at has no Knowledge of any facts that would give rise to such a claim; and (vi) Xxxxxxx is the exclusive owner of all times since November 6, 1986 Intellectual Property developed by such persons and no such person has been, in compliance any claim with the requirements of the Immigration Reform Control Act of 1986respect to any Intellectual Property.

Employees; Labor Matters. Schedule 2.20 attached hereto sets forth a true and complete list of all All employees of Seller that perform services primarily for the Business are employees at will. Except as disclosed on Part 3.22 of the Disclosure Schedule, no employee, agent or consultant of Seller is a party to any agreement governing such employee's agent's or consultant's employment or engagement, as the case may be, with Seller. As of the date hereof Seller employs (“Employees”)and as of the Closing Date Seller shall employ) less than fifty (50) employees. Seller has made no warranty, indicating each Employee’s full- representation or part-time statusagreement, positioneither in writing or orally, annual base salary to any employee of Seller that Buyer intends to employ such employee on or hourly rate after the Closing Date. Seller consents to Buyer communicating with the employees, consultants and bonus potential.. All Employees are employed at-willindependent contractors of Seller on or prior to the Closing Date, and Seller shall cooperate in connection therewith. Seller is not delinquent in payments a party to any collective bargaining agreement with respect to any of such Employees its employees nor are any employees of Seller covered by any collective bargaining agreement. No labor organization or group of employees has made a demand for recognition, has filed a petition seeking a representation proceeding or given Seller notice of any wagesintention to hold an election of a collective bargaining organization. There are no known writs, salariesactions, commissionsclaims or legal, bonuses administrative, arbitration or other direct compensation for any services performed for it to the date hereof proceedings or amounts required to be reimbursed to such employees. Except as set forth in Schedule 2.20 attached heretogovernmental investigations pending or Threatened or involving or alleging civil rights violations, upon termination of the employment of any Employeeunfair labor investigations practice claims, Seller will not by reason of the consummation of the transactions contemplated by this Agreement back pay orders or otherwise be liable to any Employee for so-called “severance pay” other similar claims or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employmentproceedings. Seller is in material compliance and, to Seller’s knowledge, Seller has in the past complied, in all material respects with all applicable federal, state and local laws respecting employment and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, employment and wages and hours. Except as set forth , and is not engaged in Schedule 2.20 attached heretoany unfair labor practice; there is no unfair labor practice complaint against Seller pending before the National Labor Relations Board; there is no labor strike, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations includingdispute, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge of Seller, there are no facts or circumstances that could give rise to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangementsslowdown, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, stoppage pending or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees employees of Seller; no grievance or the Business. There are no grievances, complaints any arbitration proceeding is pending or charges that have been filed threatened against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20, no collective bargaining agreements relating to any Employee is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986therefor exists.

Employees; Labor Matters. (i) Set forth on Schedule 2.20 attached hereto sets forth 5(f) is a true complete and complete correct list of all employees of Seller that perform services primarily for the Business Eligible Employees (as defined herein) of the date hereof (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate Store and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any the dates of such Employees employment for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 5(d), Seller has complied and is in Schedule 2.20 attached heretocompliance with, upon termination of in all respects, applicable legal requirements pertaining to the employment of any Employeelabor, Seller will including but not by reason of the consummation of the transactions contemplated by this Agreement limited to those relating to wages, benefits, hours, FMLA, ADA accommodations, collective bargaining, discrimination, drug testing, polygraphs, harassment, retaliation or wrongful discharge, or requiring leave or other accommodation or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, regarding terms and conditions of termination from employment, worker’s compensation, immigration, plant closings and wages unemployment compensation, and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There there are no charges andclaims, causes of action, charges, suits, complaints, administrative proceedings, arbitrations, material labor grievances, or government investigations or proceedings, pending or, to the knowledge of Seller, threatened against Seller in connection therewith. Neither Seller nor Equity Holder has received notice of, and neither Seller nor Equity Holder has knowledge of any matter that could reasonably form the basis for, any such claims. Seller is not the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel Seller to bargain with any labor organization as to wages or conditions of employment. Seller is not a party to or bound by any collective bargaining agreement and there are no facts collective bargaining agreements covering any employees or circumstances that could give rise to charges with respect to the Employees officers of Seller. There is no strike, work slowdown or the Business, of employment discrimination, wrongful termination, sexual harassment other labor dispute (including the creation of a hostile work environmentexcept as set forth on Schedule 5(d), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, ) involving Seller pending, or to the knowledge of Seller, threatened against threatened. No collective bargaining agent has been certified as a representative of any of such employees or officers of Seller, and to the knowledge of Seller and Equity Holder, there has been no recent, and there is no current, activity involving the Employees employees of Seller to certify a collective bargaining unit or engaging in other organizational activity. (ii) Each written or verbal “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is or is required to be maintained, administered or contributed to by Seller, Seller’s business or any entity that would be deemed an ERISA Affiliate of any of Seller, or the Business. There are no grievances, complaints business of the Stores under ERISA or charges that have been filed against Seller under any dispute resolution procedure the Internal Revenue Code (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreementan “ERISA Affiliate”) or with respect to which Seller, the Employees Stores or the Businessbusiness of the Stores or an ERISA Affiliate is or has been obligated at any time during the six (6) years preceding the date hereof in any manner whatsoever (each a “Benefit Plan”) that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received a determination letter or is subject to an opinion (or similar) letter to that effect from the Internal Revenue Service, and no claim therefore has been assertedcircumstances exist which would reasonably be expected to adversely affect such qualification. Except as set forth on Schedule 2.20, no collective bargaining agreements relating to any Employee Each Benefit Plan is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with all applicable laws. No Benefit Plan is a defined benefit plan, a multiemployer plan, a multiple employer plan, or a multiple employer welfare arrangement, and neither Seller nor Seller’s business nor any ERISA Affiliate has or could have any withdrawal liability, contingent or otherwise, under Title IV of ERISA. No Benefit Plan provides for post-employment health or welfare benefits, other than as required under COBRA. Neither the requirements execution or delivery of this Agreement nor the consummation of the Immigration Reform Control Act transaction contemplated herein shall result in any payment that, alone or aggregated with any other payment(s) made at any time whatsoever, could constitute an “excess parachute payment” as defined in Section 280G(b)(1) of 1986the Internal Revenue Code. (iii) Seller has no agreements with any of its officers or employees at the Stores which contain any provisions relating to non-competition, non-solicitation, non-disclosure or similar provisions.

Employees; Labor Matters. (a) The Disclosure Schedule 2.20 attached hereto sets forth under the caption referencing this Section 4.20(a), contains a true complete and complete accurate list of all employees of the following information for each employee, director, independent contractor, consultant and agent retained by Seller that perform services primarily for in connection with the Business as or by any Seller Entity, including each employee on leave of absence or layoff status: employer; name; job title; date of hiring or engagement; date of commencement of employment or engagement; and current compensation paid or payable. (b) To the date hereof Knowledge of each Seller Party, neither Seller nor any Seller Entity has violated the Worker Adjustment and Retraining Notification Act (“Employees”), indicating each Employee’s full- the "WARN Act") or part-time status, position, annual base salary any similar state or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. local Legal Requirement. (c) Except as set forth in the Disclosure Schedule 2.20 attached heretounder the caption referencing this Section 4.20(c), upon termination of the employment of any Employeewith respect to each officer, director, employee, agent, independent contractor or consultant previously or presently retained by Seller will not by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Business or by any Seller Entity: (i) no such person is bound by any contract, agreement, understanding or other arrangement that purports to limit his, her or its ability (A) to engage in compliance andor continue or perform any conduct, activity, duties or practice relating to the Business or (B) to assign to Seller’s knowledge, any Seller has in the past compliedEntity or to any other person any rights to any invention, improvement, or discovery; (ii) Seller and each Seller Entity have complied in all material respects with all applicable laws and regulations respecting Legal Requirements relating to the employment of labor, employmentincluding provisions thereof relating to wages, fair employment practiceshours, terms equal opportunity, collective bargaining and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wagessocial security and other Taxes; (iii) no Seller Party has any Knowledge of any pending material labor relations problem, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge Knowledge of Sellereach Seller Party, their labor relations are satisfactory; (iv) there are is no facts or circumstances that could give rise collective bargaining agreement to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, which Seller or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20Entity is a party, no collective bargaining agreements relating to any Employee agreement is in effect or are currently being negotiated or are about to be negotiated by Seller. Seller is, proposed and, to Seller’s knowledgethe Knowledge of each Seller Party, no person is making any attempt or effort to form a labor union; (v) there are no material workers' compensation claims pending against Seller or any Seller Entity and no Seller Party has any Knowledge of any facts that would give rise to such a claim; and (vi) to the Knowledge of each Seller Party, Seller at or a Seller Entity is the exclusive owner of all times since November 6, 1986 Intellectual Property Rights developed by such persons and no such person has been, in compliance any claim with the requirements of the Immigration Reform Control Act of 1986respect to any Intellectual Property Rights.

Employees; Labor Matters. Schedule 2.20 4.19 attached hereto sets forth contains a true and complete list of all the Seller's employees employed in the Business, including a description of each employee's position, compensation and benefits. The Seller that perform services primarily for currently employs eighty (80) employees in the Business. Seller knows of no efforts within the last four (4) years to attempt to organize the Seller's employees employed in the Business as of the date hereof (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth in Schedule 2.20 attached hereto, upon termination of the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation union activities in connection with the termination of employmentBusiness including organizational, protected and concerted activities. Seller is in compliance No strike, slowdown, picketing, work stoppage or other labor dispute involving the Business has occurred during the last four (4) years and, to the knowledge of the Seller’s knowledge, none is threatened or presently contemplated. No Key Employee of the Seller has employed in the past complied, in all material respects with all applicable laws and regulations respecting labor, Business has indicated that he or she is considering terminating his or her employment, fair employment practices, terms and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges andnor, to the knowledge of Seller, there are has any Key Employee of Seller indicated to Seller that he or she is not willing to be hired by Purchaser. To the knowledge of the Seller, the Seller has complied with all Legal Requirements regarding its employees and the Building is in compliance with the Americans with Disabilities Act of 1990. The Seller in connection with the employees of the Business is not a party to any collective bargaining agreement, no facts collective bargaining agent has been certified as a representative of any such employees and no representation campaign or circumstances that could give rise to charges election is now in progress with respect to any such employees and to the Employees or knowledge of the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor Seller no such campaign is threatened. There are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, no pending, or to the knowledge of the Seller, threatened threatened, charges or complaints of unfair labor practice, employment discrimination or any similar matters against or involving relating to the Employees or Seller, in connection with the operation of the Business. There are no grievancesSeller has not, complaints within the ninety (90) days preceding the date of this Agreement, terminated or charges that have been filed against Seller laid off any employee whose termination or layoff when combined with any action taken by Purchaser after the Closing in connection with employees could require notice under any dispute resolution procedure the Worker Adjustment and Retaining Notification Act (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20, no collective bargaining agreements relating to any Employee is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986"WARN Act").

Employees; Labor Matters. Schedule 2.20 4.19 attached hereto sets forth contains a true and complete list of all the Seller's employees employed in the Business, including a description of each employee's position, compensation and benefits. The Seller that perform services primarily for currently employs eighty (80) employees in 38 the Business. Seller knows of no efforts within the last four (4) years to attempt to organize the Seller's employees employed in the Business as of the date hereof (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth in Schedule 2.20 attached hereto, upon termination of the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement or otherwise be liable to any Employee for so-called “severance pay” or any other payments. Except as set forth in Schedule 2.20 attached hereto, Seller does not have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation union activities in connection with the termination of employmentBusiness including organizational, protected and concerted activities. Seller is in compliance No strike, slowdown, picketing, work stoppage or other labor dispute involving the Business has occurred during the last four (4) years and, to the knowledge of the Seller’s knowledge, none is threatened or presently contemplated. No Key Employee of the Seller has employed in the past complied, in all material respects with all applicable laws and regulations respecting labor, Business has indicated that he or she is considering terminating his or her employment, fair employment practices, terms and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges andnor, to the knowledge of Seller, there are has any Key Employee of Seller indicated to Seller that he or she is not willing to be hired by Purchaser. To the knowledge of the Seller, the Seller has complied with all Legal Requirements regarding its employees and the Building is in compliance with the Americans with Disabilities Act of 1990. The Seller in connection with the employees of the Business is not a party to any collective bargaining agreement, no facts collective bargaining agent has been certified as a representative of any such employees and no representation campaign or circumstances that could give rise to charges election is now in progress with respect to any such employees and to the Employees or knowledge of the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor Seller no such campaign is threatened. There are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, no pending, or to the knowledge of the Seller, threatened threatened, charges or complaints of unfair labor practice, employment discrimination or any similar matters against or involving relating to the Employees or Seller, in connection with the operation of the Business. There are no grievancesSeller has not, complaints within the ninety (90) days preceding the date of this Agreement, terminated or charges that have been filed against Seller laid off any employee whose termination or layoff when combined with any action taken by Purchaser after the Closing in connection with employees could require notice under any dispute resolution procedure the Worker Adjustment and Retaining Notification Act (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and no claim therefore has been asserted. Except as set forth on Schedule 2.20, no collective bargaining agreements relating to any Employee is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986"WARN Act").

Employees; Labor Matters. (a) Schedule 2.20 attached hereto sets forth 3.20(a) contains a true complete and complete accurate list of all employees the following information for each current employee of Seller that perform services primarily for Coronado, including each employee on leave of absence or layoff status (each, a "Coronado Employees"): name; job title; date of hiring or engagement; and current compensation paid or payable together with current employee benefit information. (b) Coronado has not violated the Business as of Worker Adjustment and Retraining Notification Act (the date hereof "WARN Act") or any similar state or local Law. (“Employees”), indicating each Employee’s full- or part-time status, position, annual base salary or hourly rate and bonus potential.. All Employees are employed at-will. Seller is not delinquent in payments to any of such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. c) Except as set forth in Schedule 2.20 attached hereto3.20(c), upon termination of with respect to each employee previously or presently employed by Coronado: (i) no such person is bound by any contract, agreement, understanding or other arrangement that purports to limit his, her or its ability to engage in or continue or perform any conduct, activity, duties or practice relating to the employment of any Employee, Seller will not by reason of the consummation of the transactions contemplated by this Agreement Business or otherwise be liable to assign to Coronado or to any Employee for so-called “severance pay” or other person any other payments. Except as set forth in Schedule 2.20 attached heretorights to any invention, Seller does not haveimprovement, or within the last three discovery; (3ii) years Coronado has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, complied in all material respects with all applicable laws and regulations respecting Laws relating to the employment of labor, employmentincluding provisions thereof relating to wages, fair employment practiceshours, terms equal opportunity, collective bargaining and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety social security and health. There are no charges and, to the knowledge of Seller, other Taxes; (iii) there are no facts or circumstances that could give rise pending material labor relations problems relating to charges with respect to the Employees or the Business, of employment discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending, or to the knowledge of Seller, threatened against or involving the Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) with respect to the Employees or the Business, and to the Knowledge of Coronado and the Principals, the labor relations of the Business are satisfactory; (iv) there is no claim therefore has been asserted. Except as set forth on Schedule 2.20collective bargaining agreement to which Coronado is a party, no collective bargaining agreements relating agreement is currently being negotiated or proposed and to the Knowledge of Coronado and the Principals no person is making any attempt or effort to form a labor union; (v) there are no workers' compensation claims pending against Coronado and Coronado and the Principals have no Knowledge of any facts that would give rise to such a claim; and (vi) Coronado is the exclusive owner of all Intellectual Property developed by such persons and no such person has any claim with respect to any Employee is in effect or are currently being or are about to be negotiated by Seller. Seller is, and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986Intellectual Property.