Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Section 2.20(a) of the Disclosure Schedule contains a list of the name of each officer and employee of Galaxy Mall and IMI at the date hereof, together with each such person's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date. Except as set forth on Schedule 2.20(b) of the Disclosure Schedule: (b) Neither the Company, Galaxy Mall, nor IMI has received any information that would lead it to believe that a material number of such persons will or may cease to be employees, or will refuse offers of employment from Parent, because of the consummation of the transactions contemplated by this Agreement. All employees, consultants, officers and directors of the Company, Galaxy Mall and IMI that have had access to the Business are parties to a written agreement, under which each such person or entity (i) is obligated to disclose and transfer to the Company without the receipt by such person of any additional value therefor (other than normal salary or fees for consulting services), all inventions, developments and discoveries which, during the period of employment with or performance of services for the Company, Galaxy Mall or IMI, he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for the Company, Galaxy Mall or IMI in the Business may be concerned, and (ii) is obligated to maintain the confidentiality of proprietary information of the Business. To each of the Company's, Galaxy Mall's and IMI's Knowledge, none of the Company's, Galaxy Mall's or IMI's employees, consultants, officers or directors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their obligation to promote the interests of the Company, Galaxy Mall or IMI with regard to the Business or the Assets and Properties or that would conflict with the Business or the Assets and Properties. Neither the execution nor the delivery of this Agreement, nor the carrying on of the Business by the employees and consultants of the Company and its Subsidiaries, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such persons or entities are now obligated. To the Knowledge of the Company, it is currently not necessary nor will it be necessary for the Company, Galaxy Mall or IMI to utilize in the Business any inventions of any of such persons or entities (or people it currently intends to hire) made or owned prior to their employment by or affiliation with the Company, Galaxy Mall or IMI, nor, to the Knowledge of the Company, is it or will it be necessary to utilize any other assets or rights of any such persons or entities (or people it currently intends to hire) made or owned prior to their employment with or engagement by the Company, Galaxy Mall or IMI, in violation of any registered patents, trade names, trademarks or copyrights or any other limitations or restrictions to which any such persons or entity is a party or to which any of such assets or rights may be subject. To the Company's Knowledge, none of the Company's, Galaxy Mall's or IMI's employees, consultants, officers, directors or shareholders that has had knowledge or access to information relating to their Assets and Properties has taken, removed or made use of any proprietary documentation, manuals, products, materials, or any other tangible item from his or her previous employer relating to their Assets and Properties by such previous employer which has resulted in the Company's, Galaxy Mall's or IMI's access to or use of such proprietary items included in the Assets and Properties, and the Company, Galaxy Mall and IMI will not gain access to or make use of any such proprietary items in the business.

Employees; Labor Relations. (a) Section 2.20(a) 2.21 of the Disclosure Schedule contains a list of the name of each officer and employee of Galaxy Mall and IMI the Company at the date hereof, together with each such person's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date. Except as set forth on Schedule 2.20(b) of the Disclosure Schedule: (b) Neither the Company, Galaxy Mall, nor IMI No Controlling Stockholder has received any information that would lead it to believe that a material number of such persons will or may cease to be employees, or will refuse offers of employment from ParentPurchaser, because of the consummation of the transactions contemplated by this Agreement. All employees, consultants, officers officers, directors and directors shareholders of the Company, Galaxy Mall and IMI Company that have had access to the Business are parties to a written agreementagreement (a "Confidentiality Agreement"), under which each such person or entity (i) is obligated to disclose and transfer to the Company Company, without the receipt by such person of any additional value therefor (other than normal salary or fees for consulting services), all inventions, developments and discoveries which, during the period of employment with or performance of services for the Company, Galaxy Mall or IMI, he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for the Company, Galaxy Mall or IMI Company in the Business may be concerned, and (ii) is obligated to maintain the confidentiality of proprietary information of the Business. To each of the Company's, Galaxy MallControlling Stockholder's and IMI's Knowledgeknowledge, none of the Company's, Galaxy Mall's or IMI's employees, consultants, officers or directors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their obligation to promote the interests of the Company, Galaxy Mall or IMI Company with regard to the Business or the Assets and Properties or that would conflict with the Business or the Assets and PropertiesAssets. Neither the execution nor the delivery of this Agreement, nor the carrying on of the Business by the its employees and consultants of the Company and its Subsidiariesconsultants, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such persons or entities are now obligated. To the Knowledge of the Company, it It is currently not necessary nor will it be necessary for the Company, Galaxy Mall or IMI Company to utilize in the Business any inventions of any of such persons or entities (or people it currently intends to hire) made or owned prior to their employment by or affiliation with the Company, Galaxy Mall or IMI, nor, to the Knowledge of the Company, nor is it or will it be necessary to utilize any other assets or rights of any such persons or entities (or people it currently intends to hire) made or owned prior to their employment with or engagement by the Company, Galaxy Mall or IMI, in violation of any registered patents, trade names, trademarks or copyrights or any other limitations or restrictions to which any such persons or entity is a party or to which any of such assets or rights may be subject. To the Companyeach Controlling Stockholder's Knowledgeknowledge, none of the Company's, Galaxy Mall's or IMI's employees, consultants, officers, directors or shareholders that has had knowledge or access to information relating to their the Assets and Properties has taken, removed or made use of any proprietary documentation, manuals, products, materials, or any other tangible item from his or her previous employer relating to their the Assets and Properties by such previous employer which has resulted in the Company's, Galaxy Mall's or IMI's access to or use of such proprietary items included in the Assets and PropertiesAssets, and the Company, Galaxy Mall and IMI Company will not gain access to or make use of any such proprietary items in the businessBusiness.

Employees; Labor Relations. (a) Section 2.20(a) of the Disclosure Schedule contains a list of the name of each officer and employee of Galaxy Mall and IMI at the date hereof, together with each such person's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date. Except as set forth on Schedule 2.20(b) of the Disclosure Schedule: (b) Neither the Company, Galaxy Mall, nor IMI has received any information that would lead it to believe that a material number of such persons will or may cease to be employees, or will refuse offers of employment from Parent, because of the consummation of the transactions contemplated by this Agreement. All employees, consultants, officers officers, directors and directors shareholders of the Company, Galaxy Mall and IMI NetGateway that have had access to the Business are parties to a written agreementagreement (a "Confidentiality Agreement"), under which each such person or entity (i) is obligated to disclose and transfer to the Company NetGateway, without the receipt by such person of any additional value therefor (other than normal salary or fees for consulting services), all inventions, developments and discoveries which, during the period of employment with or performance of services for the Company, Galaxy Mall or IMINetGateway, he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for the Company, Galaxy Mall or IMI NetGateway in the Business may be concerned, and (ii) is obligated to maintain the confidentiality of proprietary information of the Business. To each of the Company's, Galaxy MallNetGateway's and IMI's Knowledgeknowledge, none of the Company's, Galaxy Mall's or IMINetGateway's employees, consultants, officers or directors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their obligation to promote the interests of the Company, Galaxy Mall or IMI NetGateway with regard to the Business or the Assets and Properties or that would conflict with the Business or the Assets and PropertiesAssets. Neither the execution nor the delivery of this Agreement, nor the carrying on of the Business by the its employees and consultants of the Company and its Subsidiariesconsultants, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such persons or entities are now obligated. To the Knowledge of the Company, it It is currently not necessary nor will it be necessary for the Company, Galaxy Mall or IMI NetGateway to utilize in the Business any inventions of any of such persons or entities (or people it currently intends to hire) made or owned prior to their employment by or affiliation with the CompanyNetGateway, Galaxy Mall or IMI, nor, to the Knowledge of the Company, nor is it or will it be necessary to utilize any other assets or rights of any such persons or entities (or people it currently intends to hire) made or owned prior to their employment with or engagement by the Company, Galaxy Mall or IMINetGateway, in violation of any registered patents, trade names, trademarks or copyrights or any other limitations or restrictions to which any such persons or entity is a party or to which any of such assets or rights may be subject. To the CompanyNetGateway's Knowledgeknowledge, none of the Company's, Galaxy Mall's or IMINetGateway's employees, consultants, officers, directors or shareholders that has had knowledge or access to information relating to their the Assets and Properties has taken, removed or made use of any proprietary documentation, manuals, products, materials, or any other tangible item from his or her previous employer relating to their the Assets and Properties by such previous employer which has resulted in the Company's, Galaxy Mall's or IMINetGateway's access to or use of such proprietary items included in the Assets and PropertiesAssets, and the Company, Galaxy Mall and IMI Company will not gain access to or make use of any such proprietary items in the businessBusiness.