Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are employed at will, and no employees of the Company are represented by a union. Section 3.16(i) of the Company Disclosure Schedule sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as described in Section 3.16(b)(ii) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. Since the Company's date of incorporation, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, in compliance in all material respects and no claims by any governmental agency with regard to such employees. (c) Since the Company's date of incorporation, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied with all laws related to the employment of employees and, except as set forth in Section 3.16(c) of the Company Disclosure Schedule, since the Company's date of incorporation, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification employee safety, or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (including the proper classification of working d) The Company has no written policies and/or employee handbooks or manuals except as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors described in Section 3.16(d) of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five Disclosure Schedule. (5e) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Neither the Knowledge execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) Each Person who is an employee of the Company is employed at will, and no employee of the Company is represented by a union. Each Person who is an independent contractor of the Company is properly classified as an independent contractor for purposes of all employment related Laws and all Laws concerning the status of independent contractors. Section 2.21(b)(i) of the Company Disclosure Schedule sets forth, individually and by category, the name of each officer, employee, independent contractor and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as described in Section 2.21(b)(ii) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, since the Incorporation Date, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, in compliance and no claims by any governmental agency with regard to such employees. (c) Since the Incorporation Date, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws related to the employment of employees and, except as set forth in Section 2.21(c) of the Company Disclosure Schedule, since the Incorporation Date, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification employee safety, or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (including the proper classification of working d) The Company has no written policies and/or employee handbooks or manuals except as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors described in Section 2.21(d) of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five Disclosure Schedule. (5e) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Neither the Knowledge execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) Section 2.21(a) of the Disclosure Schedule contains a list of the ------------------------------------------ name of each officer, employee and consultant of the Company, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person. The Company has not received any information that would lead it to believe that any such person will or may cease to be engaged by the Company, or will refuse offers of engagement by the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.21(b) of the Disclosure Schedule, ------------------------------------------ (i) there are no material controversies between the Company and its Subsidiaries areany employee or consultant of the Company, (ii) no employee of the Company is presently a member of a collective bargaining unit and, to the knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company and have at all times within (iii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the past five years beenCompany before the National Labor Relations Board or any other Governmental or Regulatory Authority and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. There has been no work stoppage, in compliance strike or other concerted action by employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including any provision thereof including, those relating to wages, hours, hours and collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification . (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5c) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Neither the Knowledge execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) There is no existing, and none of the Company nor its Subsidiaries know of any facts or circumstances that could reasonably be expected to result in, litigation or formal dispute proceeding between the Company or any of its Subsidiaries and any of the Company's or such Subsidiary's employees. The Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company. There has been no work stoppage, strike or other similar concerted action by employees of the Company. (b) All employees of the Company are terminable by the Company upon reasonable notice in accordance with applicable Law. Section 2.19(b) of the Disclosure Schedule sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, duration of employment, annual base salary or wage and any incentive, severance or bonus arrangements and vacation entitlements with respect to such person. Except under Company Options and the Stock Plan, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, since January 1, 1997 there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any governmental agency with regard to such employees except as set forth in Section 2.19(b) of the Disclosure Schedule. (c) Since January 1, 1997, there have been no federal or provincial claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company is complying with all Laws related to the employment of employees, labor relations, workers compensation, work-place health and safety, labor standards, employment equity, human rights and unemployment income and, except as set forth in Section 2.19(c) of the Disclosure Schedule, since January 1, 1997 the Company has not received any written notice of and neither the Company nor any of its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects has any knowledge with all respect to any claim that it has not complied with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusemployee safety, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor that it is liable for any Subsidiary is the subject of wages in arrears or any Actions taxes or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, penalties for failure to the Knowledge of Sellers, threatened, which involve comply with any past or current employees or contractors of the foregoing. (d) The Company has no written employment policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.19(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Schedule. (e) To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Except under Company Options and the Knowledge of SellersStock Plan, no past or current employee of or consultant to the Company knowledge of the Company, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under, any Contract or other agreement under which any of its Subsidiaries such officers, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) There are no unfair labor practice, labor arbitration or court proceedings pending with respect to any Constituent Company, or to the knowledge of Sellers or the Company, threatened, against any Constituent Company with respect to any material claim relating to any Constituent Company's labor practices. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of any Constituent Company. There has been no work stoppage, strike or other concerted action by employees of any Constituent Company nor has the Company received written notice of any pending or threatened work stoppage, strike or other concerted action by employees. (b) Section 2.21(b) of the Seller Disclosure Schedule sets forth a list of the unions which represent employees of the Constituent Companies. Section 2.21(b) of the Seller Disclosure Schedule sets forth, individually, the date of birth of each officer and employee together with such person's date of commencement of service. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from any Constituent Company and its Subsidiaries areto any current or former officer, and director, or employee of such Constituent Company. (c) Since each Constituent Company's inception, there have at all times within the past five years beenbeen no claims based on sex, in compliance sexual or other harassment, age, disability, race or other discrimination or other employment claims, including claims of wrongful termination, against such Constituent Company by any employees of such Constituent Company. Each Constituent Company has complied in all material respects with all Laws related to the employment of employees and, within the last three (3) years, no Constituent Company has received any written notice from a Governmental or Regulatory Authority of any claim that it has not complied with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar Taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusemployee safety, worker classification or that it is liable for any arrearages of wages or any Taxes or penalties for failure to comply with any of the foregoing. (including d) Sellers have provided to Purchaser copies of all written policies and/or employee handbooks or manuals of the proper classification Constituent Companies, which copies are complete and correct in all material respects. (e) No officer or employee of working any Constituent Company is obligated under any Contract or other agreement or subject to any Order or Law that interferes with the Constituent Company's business as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfarecurrently conducted. Neither the Company execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted nor any Subsidiary is activity of such officers, employees or consultants in connection with the subject carrying on of the Company's business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any Actions or Proceedings rights under any Contract or other legal controversiesagreement under which any of such officers, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries consultants is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) The Company is not a party to any -------------------------- collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to Company, or, to the knowledge of Company, threatened, and there are no facts or circumstances known to Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of Company, there are no organizational efforts presently underway or threatened involving any employees of Company or any of the employees performing work for Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of Company during the last two years. (b) All employees of Company are employed at will as are those employees (if any) represented by a union. Section 2.19(b) of the Company ------------------------------ Disclosure Schedule sets forth, individually, the name of each director, ------------------- officer, employee and consultant, together with such person's position and essential function (as defined in 29 CFR Section 1630.2(n)), annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as set forth in Section 2.19 of the Company Disclosure Schedule, ----------------------------------------------- the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from Company to any current or former officer, director, or employee of, or consultant to, Company, and to the knowledge of Company no employee of Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of Company, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for Company and no claims by any governmental agency with regard to such employees. (c) At no time during the past five last three years beenhave there been any federal or state claims based on sex, in compliance sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of Company or by any of the employees performing work for Company but provided by an outside employment agency, and there are no facts or circumstances known to Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws related to the employment of employees and has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, immigration, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification (including the proper classification employee safety, or that it is liable for any arrearages of working as independent contractors and consultants and exempt wages or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of taxes or penalties for failure to comply with any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the foregoing. (d) The Company has no written policies and/or employee handbooks or any manuals except as described in Section 2.19(d) of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five Company Disclosure Schedule. ---------------------------------------------- (5e) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of SellersCompany, no officer, employee or consultant of Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with Company's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of Company's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of Company's business as presently conducted, will conflict with or result in a breach of the Company terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which, to the Company's knowledge, any of its Subsidiaries are represented by a union such officer's, employees or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) Section 2.21(a) of the Disclosure Schedule contains a list of the name ------------------------------------------ of each officer, employee and consultant of the Company, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person. The Company has not received any information that would lead it to believe that any such person will or may cease to be engaged by the Company, or will refuse offers of engagement by the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.21(b) of the Disclosure Schedule, (i) ------------------------------------------ there are no material controversies between the Company and its Subsidiaries areany current or former employee or consultant of the Company, (ii) no employee of the Company is presently a member of a collective bargaining unit and, to the knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company and have at all times within (iii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the past five years beenCompany before the National Labor Relations Board or any other Governmental or Regulatory Authority and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. There has been no work stoppage, in compliance strike or other concerted action by employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including any provision thereof including, those relating to wages, hours, hours and collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification . (including c) To the proper classification knowledge of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor after due inquiry, no officer, employee or consultant of the Company is obligated under any Subsidiary is the subject of any Actions or Proceedings Contract or other legal controversies, including strikes, slowdowns, work stoppages, lockouts agreement or other material labor dispute, subject to any Order or Law that is pending or, would interfere with such person's efforts to promote the Knowledge of Sellers, threatened, which involve any past or current employees or contractors interests of the Company or any of its Subsidiaries, and no such Actions that would interfere with the Company's business as currently conducted or Proceedings or other legal controversies have occurred within the past five (5) yearsas presently proposed to be conducted. Neither the Company execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted or as presently proposed to be EXECUTION VERSION conducted nor any activity of its Subsidiaries is such officers, employees or has been party to (consultants in connection with the carrying on of the Company's business as presently conducted or required as presently proposed to be conducted, will conflict with or result in a party to) breach of the terms, conditions or bound by any collective bargainingprovisions of, constitute a default under, or contract with trigger a union condition precedent to any rights under any Contract or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or agreement under which any of its Subsidiaries. To the knowledge of Sellerssuch officer's, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No consultants is now bound. (d) Each employee, officer and consultant of the Company has notified executed a Proprietary Information and Inventions Agreement. No current employee, officer or consultant of the Company that he has excluded works or she intends to terminate inventions with the Company from his or her employment with the Company. To the Knowledge assignment of Sellersinventions pursuant to such employee, no past officer or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesconsultant's Proprietary Information and Inventions Agreement.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) Each Person who is an employee of the Company is employed at will, and no employee of the Company is represented by a union. Each Person who is an independent contractor of the Company is properly classified as an independent contractor for purposes of all employment related Laws and all Laws concerning the status of independent contractors. Except as described in Section 2.21(b) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, since January 1, 1998, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, in compliance and no claims by any governmental agency with regard to such employees. (c) Since January 1, 1998, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, filed by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws related to the employment of employees and, except as set forth in Section 2.21(c) of the Company Disclosure Schedule, since January 1, 1998, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification employee safety, or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (including the proper classification of working d) The Company has no written policies and/or employee handbooks or manuals except as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors described in Section 2.21(d) of the Company Disclosure Schedule. True and correct copies of all of such written policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies manuals have occurred within the past five been provided to Parent. (5e) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's business as currently conducted or as reasonably contemplated to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted or as reasonably contemplated to be conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's business as presently conducted or as reasonably contemplated to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of its Subsidiaries are represented by a union such officer's, employees or similar employee representative or organization. No consultants is now bound. (f) Each employee, officer and consultant of the Company has notified executed a Proprietary Information and Inventions Agreement. No current employee, officer or consultant of the Company that he has excluded works or she intends to terminate inventions with the Company from his or her employment with the Company. To the Knowledge assignment of Sellersinventions pursuant to such employee, no past officer or current employee consultant's Proprietary Information and Inventions Agreement except as set forth in Section 2.21(f) of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its SubsidiariesDisclosure Schedule.

Employees; Labor Relations. (a) Except as disclosed in Section 2.21 of the Company Disclosure Schedule, the Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) Each Person who is an employee of the Company is employed at will and, except as set forth in Section 2.21(b)(1) of the Company Disclosure Schedule, may be terminated with no liability to the Company upon the provision of up to 60 days prior written notice, and no employee of the Company is represented by a union. Each Person who is an independent contractor of the Company is properly classified as an independent contractor for purposes of all employment related Laws and all Laws concerning the status of independent contractors. Section 2.21(b)(2) of the Company Disclosure Schedule sets forth, individually and by category, the name of each officer, employee, independent contractor and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person (including, without limitation, Managers Insurance (Bituach Menahalim), Education Fund (Keren Hishtalmut) and automobile). Except as described in Section 2.21(b)(3) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 2.21(b)(4) of the Company Disclosure Schedule, the Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, since January 1, 1997 there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any governmental agency with regard to such employees. (c) Since January 1, 1997, there have been no claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects has complied with all laws related to the employment of employees and, except as set forth in Section 2.21(c) of the Company Disclosure Schedule, since January 1, 1997 the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusemployee safety, worker classification or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (including d) The Company has no written policies and/or employee handbooks or manuals except as described in Section 2.21(d) of the proper classification Company Disclosure Schedule. (e) To the knowledge of working the Company, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's business as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfarecurrently conducted. Neither the Company execution nor delivery of this Agreement, nor the carrying on of the Company's business as presently conducted nor any Subsidiary activity of such officers, employees or consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officer's, employees or consultants is now bound; provided, however, that upon the subject consummation of the transactions contemplated by this Agreement, the employment of the Company's employees shall be terminated, and Broadcom shall assume all of the Company's obligations under these employment agreements. (f) All amounts which the Company is required by law or by agreement with its employees to deduct from such employees' salaries and/or transfer to such employees' pension, life insurance, incapacity insurance, managers insurance (Bituach Menahalim), continuing education fund (Keren Hishtalmut) or other plans have been duly paid into the appropriate fund or funds, and the Company does not have any outstanding obligation to make any such transfer or provision. Except as set forth on Section 2.21(f) of the Company Disclosure Schedule, there are no agreements or arrangements (whether or not legally enforceable) for the payment of any Actions or Proceedings pensions, allowances, lump sums or other legal controversieslike benefits on retirement, including strikes, slowdowns, work stoppages, lockouts death or other material labor dispute, that is pending or, to termination or during periods of sickness or disablement for the Knowledge benefit of Sellers, threatened, which involve any past officer or current employees former officer or contractors employee or former employee of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within for the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees benefit of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability dependents of any such individual to work for or provide services to person in effect as of the Company or any of its Subsidiariesdate hereof.

Employees; Labor Relations. The (a) Section 3.22(a) of the Disclosure Schedule contains a list of the name of each officer, employee and consultant of each Company, together with such person's position or function, years of employment, annual base salary or wages and any incentives or bonus arrangement with respect to such person. Neither any Company nor any Individual Seller has received any information that would lead him, her or it to believe that any such individual will or may cease to be engaged by a Company, or will refuse offers of engagement by a Company or the Purchaser for any reason, including, without limitation, because of the consummation of the transactions contemplated by this Agreement and its Subsidiaries arethe Operative Agreements. (b) Except as disclosed in Section 3.22(b) of the Disclosure Schedule, (i) to the Seller's Knowledge, there are no material controversies between any Company, on the one hand, and have at all times within any employee or consultant of any Company, on the past five years beenother hand, in compliance (ii) no Company is a party to or bound by any collective bargaining agreement or any other agreement with, or commitment to, any union of employees, and, to the Seller's Knowledge, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of any Company, and (iii) no unfair labor practice complaint or sex or age discrimination or harassment claim has been brought against any Company before any Governmental or Regulatory Authority and there are no facts or circumstances known to any Company or any Individual Seller that could reasonably be expected to give rise to such complaint or claim. There has been no work stoppage, strike or other concerted action by employees of any Company. Each Company has complied in all material respects with all applicable Laws relating to the employment of labor, including any provision thereof without limitation those relating to wages, hours, hours and collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.

Employees; Labor Relations. (a) Except as set forth in Section 2.19(a) of the Disclosure Letter, the Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are employed at will. Section 2.19(b) of the Disclosure Letter sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as set forth in Section 2.19(b) of the Disclosure Letter, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries areis not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any governmental agency with regard to such employees except as set forth in Section 2.19(b) of the Disclosure Letter. (c) Since the Company's inception, except as set forth in Section 2.19(c) of the Disclosure Letter, there have at all times within been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the past five years beenCompany or by any of the employees performing work for the Company but provided by an outside employment agency, in compliance in all and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. Except as could not reasonably be expected to have a material respects adverse effect on the Business or Condition of the Company, the Company has complied with all laws related to the employment of employees. Except as set forth in Section 2.19(c) of the Disclosure Letter, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including including, without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification (including the proper classification employee safety, or that it is liable for any arrearages of working as independent contractors and consultants and exempt wages or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of taxes or penalties for failure to comply with any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the foregoing. (d) The Company has no written policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.19(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Letter. (e) To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Neither the Knowledge execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. The (a) Schedule 3.17(a) contains a true and complete list of all of the employees of each Company other than Field Staff as of the date of this Agreement, specifying for each such Person, as applicable, the (i) annual salary, hourly wages and bonuses, (ii) position or service provided and (iii) start date, length of service, with an appropriate notation next to the name of any individual on such list who is subject to any Contract or any other written document relating to the terms and conditions of employment of such employee. Schedule 3.17(a) further contains a true and complete copy of a summary of all payments made to South Shore Field Staff in 2014. Neither Company utilizes or contracts with, or has utilized or has contracted with in the past three years, any independent contractor or consultant with respect to the provision of homecare services. Neither Company has made any written or oral commitment to any individual with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated by this Agreement. (b) Neither Company is delinquent in payments to any employee or Leased Worker for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by such Person to date or amounts required to be reimbursed to such Person. There are no Employee Advances outstanding. (c) Neither the employees of either Company, nor any Leased Worker of either Company, have been, and currently are, represented by any labor organization with respect to their employment at either Company or affecting their provision of services to either Company. Neither Company has been, and is not a party to or bound by, and its Subsidiaries areoperations are not subject to, any collective bargaining agreement. To the Knowledge of the Sellers and the Companies, no union organizing campaign or other attempt to organize or establish a labor organization involving or representing employees of either Company, or otherwise affecting terms and conditions for any Leased Workers providing services to either Company, has occurred, is in progress or is threatened. There is no pending or, to the Knowledge of the Sellers and the Companies, threatened petition, demand for recognition or other application for certification as a collective bargaining representative for any bargaining unit of employees or otherwise against or affecting either Company. To the Knowledge of the Sellers and the Companies, there is no labor strike, lockout, material dispute, grievance, picketing, work slowdown or work stoppage pending or threatened against, involving or affecting either Company and, to the Knowledge of the Sellers and the Companies, no event has occurred that could reasonably be expected to give rise to any such labor strike, lockout, material dispute, grievance, work slowdown, picketing or work stoppage. (d) Except as set forth on Schedule 3.17(d), there are no Proceedings pending against either Company relating to any alleged violation of any Employment Laws. Except as set forth on Schedule 3.17(d), no workers’ compensation or workers’ compensation retaliation claim, complaint, charge or investigation is pending against either Company, and have at each Company has maintained and currently maintains adequate insurance as required by applicable Law with respect to workers’ compensation claims and unemployment benefits claims. (e) Each Company is in material compliance with all times within applicable Employment Laws and all Contracts governing or concerning terms or conditions of employment and Leased Workers. (f) Since January 1, 2010, neither Company has received a claim from any Governmental Entity to the past five years beeneffect that such Company has improperly classified any employee as an independent contractor or to the effect that such Company has improperly classified as exempt from overtime or minimum wages any employee who is non-exempt. Each Company is in material compliance with each applicable Law and has correctly characterized each of its service providers as either an employee or an independent contractor and is and has correctly, in compliance in all material respects with all Laws relating to the employment each applicable Law, characterized each of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working its employees as independent contractors and consultants and exempt or non-exemptexempt from wage and hour requirements. (g) Except as set forth on Schedule 3.17(g), equal opportunityneither Company is a government contractor or subcontractor on government contracts obligated to have an affirmative action plan. For each Contract listed on Schedule 3.17(g), leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffsthe applicable Company is, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred has been within the past five three years, in material compliance with all affirmative action requirements of such Contracts and any applicable Law. (5h) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified effectuated or been involved with any plant closing or mass layoff during the Company past three years that he could implicate any applicable Law requiring notice of plant closing or she intends to terminate his or her employment with the Company. To the Knowledge of Sellerslayoff, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesincluding WARN.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects there is no unfair labor practice or labor arbitration proceedings pending with all Laws relating respect to the employment of laborCompany, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge knowledge of Sellersthe Company, threatened, which involve any past and there are no facts or current employees circumstances known to the Company that could reasonably be expected to give rise to such complaint or contractors claim. To the knowledge of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of SellersCompany, there exists are no current union organizational effort with respect to efforts presently underway or threatened involving any employees of the Company or any of its Subsidiariesthe employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are employed at will, and no employees of the Company are represented by a union. Section 2.21(b)(i) of the Company Disclosure Schedule sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as described in Section 2.21(b)(ii) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of Sellersthe Company, since its formation there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any governmental agency with regard to such employees. (c) Since its formation, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the employees performing work for the Company has notified the Company that he but provided by an outside employment agency, and there are no facts or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant circumstances known to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.that

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) Except as set forth in Section 2.19 of the Disclosure Schedule, all employees of the Company are employed at will. The payroll schedule provided by Company to Parent sets forth, individually and by category, the name of each officer, employee and consultant of the Company, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except as set forth in Section 2.19 of the Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company, no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company currently is not a party to, or bound by, any agreement for the provision of labor from any outside agency. To the knowledge of the Company, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, and no claims by any governmental agency with regard to such employees except as set forth in compliance Section 2.19(b) of the Disclosure Schedule. (c) To the Company's knowledge, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the Company's knowledge, the Company has complied in all material respects with all material laws related to the employment of employees and, except as set forth in Section 2.19 of the Disclosure Schedule, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification (including the proper classification employee safety, or that it is liable for any arrearages of working as independent contractors and consultants and exempt wages or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of taxes or penalties for failure to comply with any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the foregoing. (d) The Company has no written policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.19(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Schedule. (e) To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union material Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Neither the Knowledge execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any material Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5a) years. Neither the Company nor any of its Subsidiaries is or has been a party to (or required to be a party to) or bound by any collective bargainingbargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending, or contract with a union or other similar labor-related representative or organization, andor, to the Knowledge knowledge of Sellersthe Company, threatened. To the knowledge of the Company, there exists are no current union organizational effort with respect to efforts presently underway or threatened involving any employees of the Company or any of its Subsidiaries. Since June 30, 1999, there has been no work stoppage, strike or other concerted action by employees of the Company or any of its Subsidiaries. (b) Except as set forth in Section 2.19(b) of the Company Disclosure Schedule, each Person who is an employee of the Company or any of its Subsidiaries is employed at will. To the knowledge Company’s knowledge, each Person who is an independent contractor of Sellersthe Company or any of its Subsidiaries is properly classified as an independent contractor for purposes of all employment related Laws and all Laws concerning the status of independent contractors. Except as set forth in Section 2.19(b) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due to any current or former officer, director, or employee of, or consultant to, the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any agreement for the provision of labor from any outside agency outside the ordinary course of business. (c) Except as set forth in Section 2.19(c) of the Company Disclosure Schedule, since June 30, 1999, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, filed by any employees of the Company or any of its Subsidiaries are represented or by a union or similar employee representative or organization. No officer any of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to employees performing work for the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to but provided by an outside employment agency and against the Company or any of its Subsidiaries, nor, to the knowledge of the Company, is any such claim threatened. The Company and its Subsidiaries have complied in all material respects with all Laws related to the employment of employees and since June 30, 1999, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of employees, including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and similar taxes, equal employment opportunity, employment discrimination, the WARN Act, employee safety, or that it is liable for any arrearages of wages or any Taxes or penalties for failure to comply with any of the foregoing. (d) There are no written policies and/or employee handbooks or manuals except as described in Section 2.19(d) of the Company Disclosure Schedule. True and correct copies of all of such written policies and/or employee handbooks or manuals have been provided to Parent.

Employees; Labor Relations. (a) Except as set forth in Section 2.21(a) of the Disclosure Schedule, the Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are employed at will, except as set forth in Section 2.21(b) of the Disclosure Schedule. Section 2.21(b) of the Disclosure Schedule sets forth, individually and by category, the name (or initials or number) of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person (including under any Plan, employment Contract or other employee compensation arrangement). Except as described in Section 2.21(b) of the Disclosure Schedule, to the knowledge of the Company, there are no family relationships between any of the Company's officers, employees and consultants. Except as described in Section 2.21(b) of the Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries areis not a party to any agreement for the provision of labor from any outside agency except as set forth in Section 2.21(b) of the Disclosure Schedule. To the knowledge of the Company, since December 1, 1997 there have been no claims by employees of such outside agencies, if any, or any independent contractors with regard to employees assigned to work for the Company or by independent contractors, and no claims by any governmental agency with regard to such employees or independent contractors except as set forth in Section 2.21(b) of the Disclosure Schedule. (c) Since December 1, 1997, there have at all times within been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the past five years beenCompany or by any of the employees performing work for the Company but provided by an outside employment agency, in compliance and there are no facts or circumstances known to the Company that would reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws related to the employment of employees and, except as set forth in Section 2.21(c) of the Disclosure Schedule, since December 1, 1997 the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification (including the proper classification employee safety, or that it is liable for any arrearages of working as independent contractors and consultants and exempt wages or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of taxes or penalties for failure to comply with any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the foregoing. (d) The Company has no written policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.21(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Schedule. (e) To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Except as provided for in this Agreement or as set forth on Section 2.21 of the Knowledge Disclosure Schedule, neither the execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) The Company has provided to Buyer (except as prohibited under Applicable Law) a true, correct and its Subsidiaries arecomplete list of, as of the date of this Agreement and to the extent applicable, (i) each Company Employee: name, title, hire date, location, whether full- or part-time, hourly or salaried, annual salary or wage rate, 2019 annual bonus received and current annual bonus opportunity and (ii) each individual independent contractor: name, service commencement date, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment rate of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification compensation. (including the proper classification of working b) Except as independent contractors and consultants and exempt or non-exemptset forth on Schedule ‎4.14(b), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors as of the Company or any date of its Subsidiariesthis Agreement, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither neither the Company nor any of its Subsidiaries is or has been a party to (or required to be a party subject to) or bound by any collective bargaining, or contract is currently negotiating in connection with a union or other similar labor-related representative or organizationentering into, any Collective Bargaining Agreement, and, to the Knowledge knowledge of Sellersthe Company, there exists no current union has not been any organizational effort with respect campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any employees Service Provider. There are no unfair labor practice complaints pending or, to the knowledge of the Company, threatened against any Company before the National Labor Relations Board or any other Governmental Authority. There is no labor strike, slowdown, stoppage, picketing or lockout pending or, to the knowledge of the Company, threatened against or involving the Company as of the date of this Agreement. (c) The Company is, and has been since January 1, 2017, in compliance with all applicable Law relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment or misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except where the failure to be in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken together as a whole. There has not been since January 1, 2017 any material action relating to, or any material allegation of or relating to, sex-based discrimination, sexual harassment or sexual misconduct, in each case involving the Company or any of its Subsidiaries. To other current or former Service Provider, nor has there been since January 1, 2017, to the knowledge of Sellersthe Company, no employees of the Company or any of its Subsidiaries are represented by a union settlements or similar employee representative out-of-court or organization. No officer pre-litigation agreements relating to any such matters, nor to the knowledge of the Company has notified the any such action been threatened. (d) The Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any and each of its Subsidiaries is currently is, and has been since January 1, 2017, in violation of any Restrictive Covenant owing (i) to the Company compliance with WARN and has no liabilities or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesobligations thereunder.

Employees; Labor Relations. The Schedule 3.18 sets forth the name of each employee of each Company and Subsidiary. Except as set forth in Schedule 3.18: (a) To the knowledge of the Companies or the Sellers, no employee of any Company or its Subsidiaries has any plans to terminate employment with such Company or Subsidiary, as the case may be; (b) None of the employees of any Company or Subsidiary have been, or currently are, represented by a labor organization or group that was either certified or voluntarily recognized by any labor relations board, including, without limitation, the NLRB or any other Governmental Authority; (c) None of the employees of any Company or Subsidiary have been, or currently are, a signatory to, or have had, or currently have, the terms of their employment set by, a collective bargaining agreement with any trade union, labor organization or group; (d) No representation election petition or application for certification has been filed by employees of any Company or Subsidiary or is pending with the NLRB or any other Governmental Authority and have at all times within no union organizing campaign or other attempt to organize or establish a labor union, employee organization or labor organization or group involving employees of any Company or Subsidiary has occurred, is in progress or is threatened; (e) There currently is not pending, and no Company or Subsidiary is aware of any (i) charge of an unfair labor practice, (ii) investigation of a charge alleging any unfair labor practice, (iii) complaint alleging any unfair labor practice, filed or initiated with or brought by the past five years NLRB or any other Governmental Authority or (iv) any threatened labor board proceeding of any kind, including any such against any Company or Subsidiary or any of their supervisory employees or any trade union, labor union, employee organization or labor organization claiming to represent the employees of any Company or Subsidiary; (f) No grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or has been threatened, against any Company or Subsidiary; (g) No labor dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other "concerted action" involving the employees of any Company or Subsidiary has occurred, is in progress or has been threatened; (h) No breach of contract and/or denial of fair representation claim has been filed, or is pending or threatened against any Company, any Subsidiary or any trade union, labor union, employee organization or labor organization representing the employees of any Company or any Subsidiary; (i) Each Company and Subsidiary currently is, and has been, in compliance in all material respects with all Laws relating to the applicable foreign, federal, state and local laws respecting employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, and employment practices, prohibited discriminationterms and conditions of employment, immigration statusoccupational safety and health, worker classification wages and hours, and nondiscrimination in employment (including “Labor Laws”); (j) No discrimination and/or retaliation claim, complaint, charge or investigation has been filed or is pending or threatened against any Company or Subsidiary under the proper classification of working as independent contractors and consultants and exempt Civil Rights Acts, the Equal Pay Act, the ADEA, the ADA, the FMLA, the FLSA, ERISA or non-exempt)any other Labor Law; (k) No claim, equal opportunitycomplaint, leave issuescharge or investigation for unpaid wages, unemployment insurancebonuses, workers’ commissions, employment withholding taxes, penalties, overtime or other compensation, affirmative actionbenefits, plant closingchild labor or record keeping violations has been filed or is pending or threatened against any Company or Subsidiary under the Fair Labor Standards Act, layoffsXxxxx-Xxxxx Act, and employee healthXxxxx-Xxxxxx Act, safety and welfare. Neither the Service Contract Act or any other Labor Law; (l) If any Company nor or any Subsidiary is the subject of any Actions a federal or Proceedings state contractor obligated to develop and maintain an affirmative action plan, no discrimination claim, show cause notice, conciliation proceeding, sanction or other legal controversies, including strikes, slowdowns, work stoppages, lockouts debarment proceeding has been threatened or other material labor dispute, that filed or is pending or, to with the Knowledge Office of Sellers, threatened, which involve Federal Contract Compliance Programs or any past other federal agency or current employees any comparable state or contractors of the foreign agency or court and no desk audit or on-site review is in progress; (m) No citation has been issued by OSHA against any Company or any Subsidiary and no notice of its Subsidiariescontest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving any Company or any Subsidiary has been filed or is pending or threatened against any Company or any Subsidiary under OSHA or any other applicable Labor Law relating to occupational safety and health; (n) No workers' compensation or retaliation claim, complaint, charge or investigation has been filed or is pending against any Company or any Subsidiary; (o) No investigation or citation of any Company or any Subsidiary has occurred and no enforcement proceeding has been initiated or is pending or threatened under federal or foreign immigration Law; (p) No Company or Subsidiary has taken any action that would constitute a “mass layoff”, “mass termination” or “plant closing” within the meaning of WARN or otherwise trigger notice requirements or liability under any federal, local, state or foreign plant closing notice or collective dismissal Law; (q) No wrongful discharge, retaliation, libel, slander or other claim, complaint, charge or investigation that arises out of the employment relationship between any Company or Subsidiary and their respective employees has been filed or is pending or threatened against any Company or any Subsidiary under any applicable Law; (r) Each Company and Subsidiary has maintained and currently maintains adequate insurance as required by applicable Law with respect to workers' compensation claims and unemployment benefits claims; (s) Each of the Companies and each of the Subsidiaries is in compliance with all applicable Labor Laws; (t) No Company or any Subsidiary is liable for any liabilities, judgments, decrees, orders, arrearage of wages or taxes, fines or penalties for failure to comply with any of the Labor Laws; and (u) Each of the Companies and each of the Subsidiaries has paid or accrued all current assessments under workers' compensation legislation, and no such Actions Company or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or Subsidiary has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect subject to any employees of the Company special or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company penalty assessment under such legislation which has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnot been paid.

Employees; Labor Relations. (a) There is no existing material dispute or controversy between the Company or any of its Subsidiaries and any of the Company's or such Subsidiary's employees. The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are terminable by the Company upon reasonable notice in accordance with applicable Law. Section 2.19(b) of the Disclosure Schedule sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Except under Company Options and the Stock Plan, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, since January 1, 1996 there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, and no claims by any governmental agency with regard to such employees except as set forth in compliance Section 2.19(b) of the Disclosure Schedule. (c) Since January 1, 1996, there have been no federal or provincial claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company is complying in all material respects with all laws related to the employment of employees and, except as set forth in Section 2.19(c) of the Disclosure Schedule, since January 1, 1996 the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusemployee safety, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor that it is liable for any Subsidiary is the subject of wages in arrears or any Actions taxes or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, penalties for failure to the Knowledge of Sellers, threatened, which involve comply with any past or current employees or contractors of the foregoing. (d) The Company has no written employment policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.19(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Schedule. (e) To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To Except under Company Options and the Knowledge Stock Plan, neither the execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or current employee consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officers, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) There are no controversies or labor disputes or union organization activities pending or threatened between the Company and any of its employees. None of the employees of the Company belongs to any union or collective bargaining unit which represents employees of the Company in negotiations with the Company. The Company has complied with all applicable foreign, state and its Subsidiaries arefederal equal employment opportunity and other laws and regulations related to employment or working conditions. The Company is not the subject of any material proceeding asserting that the Company has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the Company’s Knowledge, threatened, any labor strike, dispute, walkout, work stoppage, slowdown or lockout involving the Company. (b) Each Person who is an employee of the Company is employed at will. Each Person who is an independent con-tractor of the Company is properly classified as an independent contractor for purposes of all employment related Laws and all Laws concerning the status of independent contractors. Except as described in Section 2.21(b) of the Company Disclosure Schedule, the completion of the trans-actions contemplated by this Agree-ment will not result in any payment or increased pay-ment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the Company’s Knowledge no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee’s relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. (c) Since January 1, 2001 there have at all times within been no federal or state claims made against the past five years beenCompany based on sex, in compliance sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws related to the employment of employees and, except as set forth in Section 2.21(c) of the Company Disclosure Schedule, the Company has not received any written notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification employee safety, or that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (including d) The Company has no written policies and/or employee handbooks or manuals except as described in Section 2.21(d) of the proper classification Company Disclosure Schedule. True and correct copies of working all of such written policies and/or employee handbooks or manuals have been provided to Acquirer. (e) To the Company’s Knowledge, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company’s business as independent contractors and consultants and exempt currently conducted or nonas reasonably contem-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfareplated to be conducted. Neither the Company execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently con-ducted or as reasonably contemplated to be conducted, nor any Subsidiary is authorized activity of such officers, employees or consultants in connection with the subject carrying on of the Company’s business as presently conducted or as reasonably contemplated to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition xxxxx-xxxx to any Actions or Proceedings rights under any Contract or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, agreement under which involve any past or current employees or contractors of the Company or any of its Subsidiariesis bound (f) Each current and former employee, officer, independent contractor and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer consultant of the Company has notified executed a Proprietary Information and Inventions Agreement. No current or former employee, officer, independent contractor or consultant of the Company that he has excluded works or she intends to terminate inventions with the Company from his or her employment with the Company. To the Knowledge assignment of Sellersinventions pursuant to such employee, no past officer or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesconsultant’s Proprietary Information and Inventions Agreement.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) All employees of the Company are employed at will. Section 2.19(b) of the Disclosure Schedule sets forth the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company, and to the knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of the Company, there have at all times within been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for the past five years beenCompany, and no claims by any governmental agency with regard to such employees except as set forth in compliance Section 2.19(b) of the Disclosure Schedule. (c) There have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, of which the Company has notice by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. The Company has complied in all material respects with all laws currently applicable to the employment of employees and, except as set forth in Section 2.19(c) of the Disclosure Schedule, the Company has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including without limitation, any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of Social Security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification (including the proper classification employee safety, or that it is liable for any arrearages of working as independent contractors and consultants and exempt wages or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of taxes or penalties for failure to comply with any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the foregoing. (d) The Company has no written policies and/or employee handbooks or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5manuals except as set forth in Section 2.19(d) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. Disclosure Schedule. (e) To the knowledge of Sellersthe Company, no employees officer or employee of the Company is obligated under any Contract or other agreement or subject to any of its Subsidiaries are represented by a union Order or similar employee representative or organization. No officer of the Company has notified the Company Law that he or she intends to terminate his or her employment would interfere with the Company's business as currently conducted. To the Knowledge Company's knowledge, neither the execution nor delivery of Sellersthis Agreement, no past nor the carrying on of the Company's business as presently conducted nor any activity of such officers or current employee employees in connection with the carrying on of the Company's business as presently conducted, will conflict with or consultant result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to the Company any rights under any Contract or other agreement under which any of its Subsidiaries such officers or employees is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) The Company is not a party to any collective bargaining agreement and its Subsidiaries arethere is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, or, to the Knowledge of the Company, threatened, and have there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such a complaint or claim. To the Knowledge of the Company, there is no organizational effort presently underway or threatened involving any employees of the Company. There has been no work stoppage, strike or other concerted action by employees of the Company. (b) Each Person who is an employee of the Company is employed at will, and no employee of the Company is represented by a union. Each Person who is an independent contractor of the Company is properly classified as an independent contractor for purposes of all times within employment-related Laws and all Laws concerning the past five status of independent contractors. Section 4.21(b) of the Company Disclosure Schedule sets forth, individually and by category, the name of each officer, employee, independent contractor and consultant, together with his or her position or function, annual base salary or wage and any applicable incentive, severance or bonus arrangements. The Company has provided Cimatron with a copy of any agreement with any of the persons listed in Section 4.21(b) of the Company Disclosure Schedule. Except as set forth Section 4.21(b) of the Company Disclosure Schedule, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the Knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent, to terminate his or her relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the Knowledge of the Company, there has been no claim by any employee of any such outside agency with regard to any employee assigned to work for the Company, and no claim by any governmental agency with regard to any such employee, during the three (3) years beenimmediately preceding the date of this Agreement. (c) There has been no federal or state complaint or claim during the three (3) years immediately preceding the date of this Agreement based on sex, in compliance sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employee of the Company or by any employee performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such a complaint or claim. The Company has complied in all material respects with all Laws related to the employment of employees and has not received any notice during the three (3) years immediately preceding the date of this Agreement of any claim that it has not complied in any material respect with any Law relating to the employment of laboremployees, including any provision provisions thereof relating to wages, hours, collective bargaining, labor relationsthe payment of social security and similar taxes, equal employment opportunity, employment practices, prohibited discrimination, immigration statusthe WARN Act, worker classification employee safety, or that it is liable for any arrearage of wages or any Tax or penalty for failure to comply with any of the foregoing. (including the proper classification d) The Company has furnished Cimatron with true, correct and complete copies of working as independent contractors and consultants and exempt or non-exempt)all written employee policies, equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, employee handbooks and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five manuals. (5e) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellersthe Company, no past or current officer, employee of or consultant to of the Company is bound by, subject to or obligated under any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company Contract or any of its Subsidiaries or (ii) subject to any other Person Order or Law that would reasonably interfere with the Company’s business as presently conducted or as presently proposed to be expected conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or as presently proposed to adversely affect be conducted, nor any activity of such officers, employees or consultants in connection with the carrying on of the Company’s business as presently conducted or as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any right under any Contract or ability of other agreement under which any such individual to work for officer, employee or provide services to the Company or any of its Subsidiariesconsultant is now bound.

Employees; Labor Relations. (a) Section 2.21(a) of the Disclosure Schedule contains a list of the ------------------------------------------ name of each officer, employee and consultant of the Company, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person. The Company has not received any information that would lead it to believe that any such person will or may cease to be engaged by the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.21(b) of the Disclosure Schedule, ------------------------------------------ (i) there are no material controversies between the Company and its Subsidiaries areany employee or consultant of the Company, (ii) no employee of the Company is presently a member of a collective bargaining unit and, to the knowledge of the Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company and have at all times within (iii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the past five years beenCompany before the National Labor Relations Board or any other Governmental or Regulatory Authority and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. There has been no work stoppage, in compliance strike or other concerted action by employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor, including any provision thereof including, those relating to wages, hours, hours and collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification . (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5c) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellersthe Company, no employees officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's business as currently conducted. Neither the execution nor delivery of its Subsidiaries are represented by this Agreement, nor the carrying on of the Company's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's business as presently conducted, will conflict with or result in a union breach of the terms, conditions or similar employee representative provisions of, constitute a default under, or organization. No officer trigger a condition precedent to any rights under any Contract or other agreement under which to the knowledge of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries such officer's, employees or consultants is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiariesnow bound.

Employees; Labor Relations. (a) Section 2.22(a) of the Disclosure Schedule contains a list of the name of each officer, manager, employee and consultant of the Company and its Subsidiaries, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person. Neither the Company nor any Subsidiary has received any information that would lead it to believe that any such person will or may cease to be engaged by the Company or any Subsidiary, or will refuse offers of engagement by the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement and the Operative Agreements. (b) Except as disclosed in Section 2.22(b) of the Disclosure Schedule, (i) there are no material controversies between the Company or any Subsidiary, on the one hand, and any employee or consultant of the Company or any Subsidiary, on the other hand, (ii) no employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the knowledge of the Company or any Subsidiary, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the employees of the Company or any Subsidiary and (iii) no unfair labor practice complaint or sex or age discrimination claim has been brought against the Company or any Subsidiary before the National Labor Relations Board or any other Governmental or Regulatory Authority and there are no facts or circumstances known to the Company or any Subsidiary that could reasonably be expected to give rise to such complaint or claim. There has been no work stoppage, strike or other concerted action by employees of the Company or any Subsidiary. The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance complied in all material respects with all applicable Laws relating to the employment of labor, including any provision thereof including, those relating to wages, hours, hours and collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.