Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Section 2.22 of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 of the -------------------------- ------------------- Disclosure Schedule contains a list of the name of each officer and Employee full-time ------------------- employee of the Company and the Subsidiaries at the date hereof, together with a description of each such person’s 's position and job or function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (arrangement with respect to such person in cash or otherwise)effect on such date. Neither the The Company nor Sellers have has not received any information that would lead them it to believe that any Employees a material number of such persons will or may cease to be Employeesemployees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 of the Disclosure ------------------------------ Schedule, (i) no Employee employee of the Company or any Subsidiary is presently a member -------- of a collective bargaining unit and, to the Knowledge knowledge of Sellers, the Company and the Subsidiaries, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of the Company or any Subsidiary, and (ii) no unfair labor practice complaint or sex, age, race sex or other age discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other of the Subsidiaries before any Governmental or Regulatory Authority. During the last past five (5) years, there has been no work stoppage, strike or other concerted action by employees of the CompanyCompany or any Subsidiary. During that period, the Company has and the Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, including without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 Schedule 3.20 sets forth a complete and correct list of all employees of Seller and independent contractors who provide services to the Business as of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereofhereof ("Business Employees"), together with a description of including for each such person’s position person his or her (i) name, (ii) job title and job functiondescription, annual (iii) hire date, (iv) status as a full-time, part-time or temporary employee, (v) base salary or wages wage rate and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreementvi) 2001 bonus. (b) Except as disclosed in Section 2.22 None of the Disclosure Schedule, (i) no Employee is presently a member of Business Employees are covered by a collective bargaining unit agreement or bound by any other agreement with a labor union. No Business Employee is or has been represented by a union or other bargaining agent and, to the Knowledge of SellersSeller, no employee organizing efforts are pending with respect to Business Employees. Since January 1, 1999 there are has been no threatened strike, work slowdown or contemplated attempts other material labor dispute with respect to organize for collective bargaining purposes Business Employees, and, to the Knowledge of Seller, no strike, work slowdown or other material labor dispute involving any of the Employees, and (ii) Business Employees is pending or threatened. There are no unfair labor practice complaint claims or sex, age, race charges pending or other discrimination claim has been brought during involving Seller with respect to the last five Business Employees. (5c) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied Seller is in compliance in all material respects with all applicable Laws Legal Requirements relating to labor and employment practices with respect to the employment of laborBusiness Employees, including, without limitation including but not limited to those relating to terms and conditions of employment, wages, hours hours, discrimination, occupational safety and collective bargaining. (c) All directorshealth, officers, management employeeswage and hour, and technical and professional employees the withholding or payment of the Company are under written obligation any federal, state or local taxes. No discrimination proceeding or other legal proceeding of any kind with respect to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course Business Employees is pending, and Seller has no Knowledge of their employment and to assign to the Company all inventions made by them within the scope of their employmentany such potential claim.

Employees; Labor Relations. (a) Section 2.22 As of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description the Company -------------------------- employs the total number of each such person’s position employees set forth on Schedule 3.25. As of the date ------------- hereof: (a) the Company is not delinquent in the payment (i) to or on behalf of its past or present employees of any wages, salaries, commissions, bonuses, benefit plan contributions or other compensation for all periods prior to the date hereof, or (ii) of any amount which is due and job functionpayable to any state or state fund pursuant to any workers' compensation statute, annual base salary rule or wages regulation or any amount which is due and payable to any workers' compensation claimant; (b) there are no collective bargaining agreements currently in effect between the Company and labor unions or organizations representing any employees of the Company; (c) no collective bargaining agreement is currently being negotiated by the Company; (d) to the knowledge of the Seller, there are no union organizational drives in progress and there has been no formal or informal request to the Company for collective bargaining or for an employee election from any union or from the National Labor Relations Board; and (e) to the knowledge of the Seller, no dispute exists between the Company and any incentive of its sales representatives or, to the knowledge of the Seller, between any such sales representatives with respect to territory, commissions, products or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and any other like benefits paid or payable (in cash or otherwise)terms of their representation. Neither No employees of the Company nor Sellers have received will be entitled to any information that would lead them to believe that any Employees will severance or may cease to be Employees, other payment in connection with the execution and delivery of this Agreement or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreementhereby. (b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 of the Disclosure Schedule SECTION 3.23(a) OF THE DISCLOSURE SCHEDULE contains a list of the name of each officer and Employee employee of the Company and the Subsidiaries at the date hereof, together with a description of each such person’s 's position and job or function, annual base salary or wages and any incentive or bonus arrangementarrangement with respect to such person in effect on such date. To the Knowledge of the Company, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them there is no reason to believe that any Employees a material number of such persons will or may cease to be Employeesemployees, or will refuse offers of continued employment from PurchaserParent (as long as such offers are for comparable positions and at equal or greater compensation, including stock options), because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 of the Disclosure ScheduleSECTION 3.23(b) OF THE DISCLOSURE SCHEDULE, (i) no Employee employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge of Sellersthe Company, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of the Company or any Subsidiary, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) three years against the Company or any of the Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) yearsSince December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of the CompanyCompany or any Subsidiary. During that period, the Company has and the Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 2.23 of the Disclosure Schedule contains a list of the name of each officer and Employee employee of Seller whose employment primarily relates to the Company and the Subsidiaries at the date hereof, together with a description of each such person’s 's position and job or function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (arrangement with respect to such person in cash or otherwise)effect on such date. Neither the Company nor Sellers have Seller has not received any information that would lead them it to believe that any Employees a material number of such persons will or may cease to be Employeesemployees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 2.23 of the Disclosure Schedule, (i) no Employee employee of Seller whose employment primarily relates to the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge of SellersSeller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of Seller whose employment primarily relates to the Company or any Subsidiary, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five three (53) years against the Company or any of the Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) yearsSince August 21, 1997 there has been no work stoppage, strike or other concerted action by employees of Seller whose employment primarily relates to the CompanyCompany or any Subsidiary. During that period, the Company has and the Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (ai) Section 2.22 To the Knowledge of Total Produce, since January 1, 2019, and except as would not have a Material Adverse Effect, the Disclosure Schedule contains a list Total Produce Group Companies have complied with all Laws pertaining to employment and employment practices including but not limited to Laws governing leaves of the name absence, employee classification, immigration control, health and safety, terms and conditions of each officer and Employee employment, termination of the Company at the date hereofemployment, together with a description of each such person’s position and job function, annual base salary or wages and any incentive hours, child labor, employment discrimination, disability rights or bonus arrangementbenefits, deferred or contingent equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, pension, accrued, vacation, “golden parachute” labor relations and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreementunemployment insurance. (bii) Except as disclosed in Section 2.22 of the Disclosure Schedulewould not have a Material Adverse Effect, (iA) no Employee strike, slow down, lockout, material grievances, material arbitrations, work stoppages, picketing, hand billing, union organizational activity or other labor dispute (whether or not resolved) has occurred at any time during the past two years, and the Total Produce Group Companies are not subject to any material charge, demand, petition or representation proceeding seeking to compel, require or demand any of them to bargain with any labor union or labor organization and (B) there is presently a member of a collective bargaining unit andno pending or, to the Knowledge of SellersTotal Produce, threatened, and during the last year there are no threatened has not been any, material unfair labor practice, employment, discrimination, harassment, retaliation, equal pay, worker classification or contemplated attempts to organize for collective bargaining purposes any other employment-related charge, complaint, grievance, arbitration or other Proceeding against any of the Employees, and Total Produce Group Companies before any Relevant Authority. (iiiii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations BoardExcept as would not have a Material Adverse Effect, the Equal Employment Opportunity Commission Total Produce Group Companies have not received (A) written notice of any charge or complaint with respect to or relating to them pending before any other Governmental or Regulatory Authority. During Relevant Authority responsible for the last five prevention of unlawful employment practices, (5B) years, there has been no work stoppage, strike or other concerted action by employees written notice of the Company. During that period, intent of any Relevant Authority responsible for the Company has complied in all material respects with all applicable Laws relating to the employment enforcement of labor, includingemployment, without limitation those wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to wagesthem or notice that such investigation is in progress, hours and collective bargainingor (C) written notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of the Total Produce Group Companies, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (civ) All directorsNotwithstanding anything in this Agreement to the contrary, officers, management employees, the representations and technical and professional employees of warranties made by the Company in this Clause 7.3(n) are under written obligation to the Company to maintain in confidence all confidential sole and exclusive representations or proprietary information acquired by them in warranties made regarding the course of their employment Total Produce Group Companies’ employees and to assign to the Company all inventions made by them within the scope of their employmentrelated matters (other than Employee Benefit Plans).

Employees; Labor Relations. (a) Section 2.22 Schedule 3.12(a) lists (i) each current employee of any Company who received from the Companies during the year ended on the date of the Disclosure Schedule contains a list Interim Balance Sheet wages and/or cash bonuses in excess of $50,000 in the name aggregate and (ii) the amount of each officer and Employee of the Company at the date hereof, together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) No Company is a party to any collective bargaining agreement or other contract or agreement with any labor organization or other collective bargaining representative of any of the employees of any Company. Except as disclosed in Section 2.22 of the Disclosure Scheduleset forth on Schedule 3.12(b), (i) each Company is in compliance with all Laws relating to the employment or the workplace, including provisions relating to wages, hours, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions, except for such noncompliance that in the aggregate is not reasonably likely to have a Company Material Adverse Effect; (ii) there has not been, there is not presently pending or existing, and to the Sellers’ Knowledge there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving any Company; (iii) to the Sellers’ Knowledge, no Employee event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute by employees of any Company; (iv) other than as set forth on Schedule 3.5, there is presently a member of a collective bargaining unit andnot pending or, to the Knowledge Sellers’ Knowledge, threatened against or affecting any Company any proceeding relating to the alleged violation of Sellersany Law pertaining to labor relations or employment matters, there are no threatened including any charge or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before filed with the National Labor Relations BoardBoard or any comparable Governmental Entity, and to Sellers’ Knowledge, there is no organizational activity or other labor dispute involving employees of any Company; (v) there is no lockout of any employees by any Company, and no such action is contemplated by any Company; and (viii) to the Sellers’ Knowledge, there has been no pending charge of discrimination filed against or threatened against any Company with the Equal Employment Opportunity Commission or any other similar Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargainingEntity. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 of the Disclosure Schedule contains a list of the name of each officer Neither Company nor any Company Subsidiary is party to, nor bound by, any labor agreement, collective bargaining agreement , or any other labor-related agreements with any labor union, labor organization or works council (“Labor Organizations”), and Employee no employees of the Company at or any Company Subsidiary are represented by any Labor Organization with respect to their employment. To the date hereofknowledge of the Company, together with a description no Labor Organization or group of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither employees of the Company nor Sellers have received or any information that would lead them to believe that any Employees will Company Subsidiary has made a demand for recognition or may cease to be Employees, or will refuse offers of employment from Purchaser, because certification. To the knowledge of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of SellersCompany, there are no labor union organizing activities presently underway or threatened or contemplated attempts to organize involving any employees performing work for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory AuthorityCompany Subsidiary. During the last five three (53) yearsyears immediately preceding the date of this Agreement, there has have been no actual or, to the knowledge of the Company, threatened material arbitrations, material grievances, material labor disputes, strikes, lockouts, slowdowns or work stoppage, strike stoppages or other material concerted action by employees of the Company. During that periodCompany or any Company Subsidiary or against the Company or any Company Subsidiary. (b) Section 2.15(b) of the Company Disclosure Schedule sets forth, as of the date hereof, individually and by category, the name of each officer, employee, independent contractor and consultant of the Company, together with his or her employer/contracting entity, position title or function, date of hire/retention, compensation (including but not limited to, as applicable, annual base salary, wage rate, or fee, any incentives or commissions, and bonus potential), whether eligible for overtime compensation, vacation entitlement, any applicable severance arrangements, and whether actively employed or on a leave of absence. Each employee of the Company has complied who is employed in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargainingUnited States is employed at will. (c) All directorsNeither the Company nor any Company Subsidiary is a party to any agreement for the provision of labor from any outside agency. (d) The Company and each Company Subsidiary has conducted its business in material compliance with all Laws and Orders respecting employment and employment practices, officersincluding, management employeeswithout limitation, all Laws respecting, health and safety, wages and hours, overtime classification, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, pay equity, plant closures and layoffs, severance, novice periods, affirmative action, workers’ compensation, labor relations, employee leave issues, social security, and technical unemployment insurance, and professional employees neither the Company nor any Company Subsidiary has received written notice of any violation or alleged violation of any such Laws or Orders. (e) Each Person who was classified as an independent contractor of the Company are under written and any Company Subsidiary was properly classified for purposes of all applicable Laws, and neither the Company nor any Company Subsidiary has direct or indirect material Liability as a result of any misclassification of any Person as an independent contractor rather than as an employee. Neither the Company nor any Company Subsidiary is delinquent in payments to any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid. (f) Except as set forth in Section 2.15(f) of the Company Disclosure Schedule, there is no Action or Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary or any of their respective Assets and Properties brought by or on behalf of applicants for employment, consultants, or current or former employees, in each case of the Company or any Company Subsidiary. (g) To the knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement or restrictive covenant agreement or obligation to the Company or any Company Subsidiary or to maintain a former employer of any such employee, in confidence all confidential each case concerning (i) the right of such employee to be employed by the Company or any Company Subsidiary, or (ii) the knowledge or use of trade secrets or proprietary information acquired by them in the course information. (h) Schedule 2.15(h) of their employment and to assign to the Company all inventions made Disclosure Schedule sets forth each employee, director, and consultant who is eligible for a bonus and for each, (1) the target amount, (2) the formula or objectives by them within which the scope actual bonus amount is determined, (3) the frequency by which the bonus is paid, (4) the most recent bonus amount paid and the date it was paid. (i) Schedule 2.15(i) of their employmentthe Company Disclosure Schedule sets forth each employee, director, and consultant who is eligible for commissions and for each, the (1) formula by which commissions are computed, (2) any conditions that must be met for a commission to become due and payable, (3) the frequency of or schedule by which commissions are paid, and (4) any outstanding commission payments that have been booked or earned but which have not yet been paid.

Employees; Labor Relations. (a) Section 2.22 All Employees of the Disclosure Partnership Companies are listed on one of Schedule contains a list of the name of each officer and Employee of the Company at the date hereof6.16(a), together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwiseSchedule 6.16(b). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this AgreementSchedule 6.19. (b) Except as disclosed in Section 2.22 No officer of any Partnership Company is currently on short-term or long-term disability. To the Knowledge of Sellers, none of the Disclosure Scheduleofficers of the Partnership Companies is obligated under any agreement restricting competition or requiring confidentiality or is subject to any judgment, decree or order of any court or administrative agency that would materially interfere with the use of such officer’s efforts to promote the interests of the Partnership Companies or that would materially conflict with the Partnership Companies’ business as presently conducted. (c) As of the date of this Agreement, none of the Partnership Companies (i) no Employee is presently a member of a party to any collective bargaining unit agreement or other labor union contract applicable to persons employed by any Partnership Company, and, to the Knowledge of Sellers, there are no threatened organizational campaigns, petitions or contemplated attempts to organize for other unionization activities focusing on persons employed by any Partnership Company which seeks recognition of a collective bargaining purposes any of the Employees, and unit or (ii) is subject (or has been subject during the past three years) to any strikes, material slowdowns, lock outs, or other material work stoppages pending or, to the Knowledge of Sellers, threatened in writing between a Partnership Company and any group of its respective employees. There are no pending or, to the Knowledge of Sellers, threatened unfair labor practice complaint charges, grievances or sex, age, race complaints filed with any Governmental Authority based on the employment or termination by any Partnership Company of any individual or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Boardpending or, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment Knowledge of laborSellers, including, without limitation those relating to wages, hours threatened litigation between a Partnership Company and collective bargaininga current or former employee. (cd) All directors, officers, management employees, The compensation and technical and professional employees benefits (including vacation benefits) paid or provided with respect to all Employees of the Company are under written obligation Partnership Companies have been reflected in the Financial Statements for the periods covered thereby. All such compensation and benefits that have accrued and were due and payable prior to the Company to maintain Closing Date have been (or, by the Closing Date, will have been) timely paid in confidence all confidential or proprietary information acquired by them in accordance with the course compensation and benefit policies of their employment the Partnership Companies and to assign to the Company all inventions made by them within the scope of their employmentapplicable Law.

Employees; Labor Relations. (a) Section 2.22 2.24 of the Disclosure Schedule contains a true and accurate list of the name of each officer and Employee employee of the Company Companies having an annual W-2 base salary or wages of at least $40,000 at the date hereof, together with a description of each such person’s position and job function, 's annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise)arrangement with respect to such person for such period. Neither the Company nor Sellers have No Seller has received any information that would lead them him to believe that any Employees a material number of such persons will or may cease to be Employees, or will refuse offers of employment from Purchaser, employees because of the consummation of the transactions contemplated by this Agreement. (b) Except To the Knowledge of each Seller, except as disclosed in Section 2.22 Schedule 2.24 of the Disclosure Schedule, (i) no Employee employee of any of the Companies is presently a member of a collective bargaining unit andunit, to the Knowledge of Sellers, and there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of any of the Companies, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against any of the Company Companies before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, and there has been no work stoppage, strike or other concerted action by employees of any of the CompanyCompanies. During that periodExcept as disclosed in Schedule 2.14 of the Disclosure Schedule, there are no Actions or Proceedings pending or, to the Company has complied in all material respects with all applicable Laws Knowledge of each Seller, threatened against, relating to or affecting a Seller, any of the employment Companies or any of labor, including, without limitation those relating to wages, hours their respective Assets and collective bargaining. (c) All directors, officers, management employees, and technical and professional Properties which have been initiated by any of the current or former employees of the Company Companies, and there are under written obligation no facts or circumstances to the Company Knowledge of each Seller which could reasonably be expected to maintain in confidence all confidential give rise to any such Action or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employmentProceeding.

Employees; Labor Relations. (a) Section 2.22 2.21(a) of the Disclosure Schedule contains a list of the ------------------------------------------ name of each officer and Employee of the Company at the date hereof, together with a description of each such person’s Employee's position and job or function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (arrangement with respect to such Employee in cash or otherwise)effect on such date. Neither the Company nor Sellers have received any information that would lead them Seller has no reason to believe that any of such Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. Each Employee has executed a nondisclosure and invention agreement in the form provided to Purchaser. To Seller's Knowledge, no Employee is in violation of any agreement relating to the relationship of such Employee with Seller. (b) Except as disclosed in Section 2.22 2.21(b) of the Disclosure Schedule, ------------------------------------------ (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of SellersSeller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the Company conduct of the Business before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied Seller is in all material respects compliance with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 Schedule 4.18(a) sets forth, as of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description the names of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (all persons employed by the Seller in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because conduct of the consummation of Business (the transactions contemplated by this Agreement“Seller Employees”). (b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, With respect to the Knowledge Business, the Seller has not received any written notice of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint complaints or sexany other action, agesuit, race complaint, charge, arbitration, inquiry, proceeding or other discrimination claim has been brought during the last five (5) years against the Company investigation pending before the National Labor Relations Board, the Equal Employment Opportunity Commission Board or any other Governmental agency having jurisdiction thereof and, to the Seller’s knowledge, no such complaint has been threatened. The Seller has not received any written notice of any activities or Regulatory Authorityproceedings of any labor union (or representatives thereof) to organize any non union Seller Employees, or of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any Seller Employees of the Seller and, to the Seller’s knowledge, within the twelve (12) months prior to the date of this Agreement, no such activities or proceedings are or were underway nor has the Seller been the subject of any strikes, slowdowns, work stoppages, lockouts or threats thereof. During With respect to the last five (5) yearsSeller Employees, except as set forth on the Schedule 4.18(b), there has been are no work stoppageunsatisfied claims, strike grievances, arbitration proceedings, workers’ compensation proceedings. The Seller is not a party to or other concerted action by employees of the Company. During that periodotherwise bound by, the Company has complied in all material respects with all applicable Laws any consent decree with, or citation by, any government agency relating to the any Seller Employee or employment of laborpractices, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employeeshours, and technical terms and professional employees conditions of the Company are under written obligation employment with respect to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employmentBusiness.

Employees; Labor Relations. (a) Section 2.22 2.23 of the Disclosure Schedule contains a list of the name of each officer and Employee full-time employee of the Company and the Subsidiaries having an annual base salary or wages of at least $100,000 at the date hereof, together with a description of each such person’s 's position and job or function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (arrangement with respect to such person in cash or otherwise)effect on such date. Neither the Company nor Sellers have Seller has received any information that would lead them it to believe that any Employees a material number of such persons will or may cease to be Employeesemployees, or will refuse offers of employment from PurchaserPurchasers, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 2.23 of the Disclosure Schedule, (i) no Employee employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge knowledge of SellersSellers (after having made due inquiry of the Company and its Subsidiaries), there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of the Company or any Subsidiary, and (ii) no unfair labor practice complaint or sex, age, race sex or other age discrimination claim has been brought during the last five (5) years against the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission Board or any other Governmental or Regulatory Authority. During the last five (5) yearsSince December 31, 1995, there has been no work stoppage, strike or other concerted action by employees of the CompanyCompany or any Subsidiary. During that period, the Company has and its Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, including without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 Set forth on Schedule 2.18(a) of the Disclosure Schedule contains Letter is a true, correct and complete list of the name of each officer and Employee all employees of the Company at the date hereofTransferred Companies including, together with a description of for each such person’s position and employee his or her: (i) job function, annual title; (ii) status as a full‑time or part‑time employee; (iii) base salary or wages wage rate; (iv) 2015 bonus opportunity (or actual 2015 bonus, if known); and (v) actual 2014 bonus. Schedule 2.18(a) of the Disclosure Letter also lists each employee of any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, of the Transferred Companies who is not actively at work for any reason other than vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreementreason for such absence. (b) Except as disclosed in Section 2.22 Set forth on Schedule 2.18(b) of the Disclosure ScheduleLetter is a true, correct and complete list of all individuals who perform services for any of the Transferred Companies as a leased employee or independent contractor, the services they perform, and their rate of compensation. (ic) Except as set forth on Schedule 2.18(c) of the Disclosure Letter, no Employee is presently employee of a member Transferred Company or individual who performs services for a Transferred Company as a leased employee or independent contractor works outside of the United States. No employee of a Transferred Company is, or within the last three (3) years has been, covered by a collective bargaining unit agreement or represented by a labor union or other bargaining agent, and, to Sellers’ Knowledge, no employee organizing efforts are being, or within the last three (3) years have been, conducted with respect to employees of a Transferred Company. There is not currently, and within the last three (3) years there has not been, any strike, work slowdown or other material labor dispute with respect to employees of a Transferred Company, nor to Sellers’ Knowledge is any such strike, work slowdown or other material labor dispute threatened. (d) Each Transferred Company has properly classified for all purposes (including for Tax purposes and for purposes of Sellers, there are no threatened determining eligibility to participate in any Benefit Plan) all Persons who have performed services for or contemplated attempts on behalf of such Transferred Company and has properly withheld and paid all applicable Taxes and made all required filings with all Governmental Authorities in connection with the services provided by such Persons to organize for collective bargaining purposes any such Transferred Company. (e) Except as set forth on Schedule 2.18(e) of the EmployeesDisclosure Letter, each Transferred Company is, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five three (53) years against year period immediately prior to the Company before the National Labor Relations BoardClosing Date has been, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects respects, in compliance with all applicable Laws Legal Requirements relating to the employment of laboremployment, including, without limitation including those relating to wages, hours hours, immigration, discrimination, the payment and collective bargaining. (c) All directorswithholding of Taxes and other sums, officers, management employeesthe maintenance and handling of personnel records, and technical occupational health and professional safety with respect to all Persons who have performed services for or on behalf of such Transferred Company. None of the Transferred Companies is involved in, nor, to Sellers’ Knowledge, threatened with, any Action involving one or more employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employmentTransferred Companies.

Employees; Labor Relations. (a) Section 2.22 2.24 of the Disclosure Schedule contains a list of lists the name year end annual base salary of each officer and Employee employee of the Company at the date hereof, together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise)Company. Neither the Company nor Sellers have not received any information that would lead them it to believe that any Employees a material number of such persons will or may cease to be Employeesemployees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 2.24(b) of the Disclosure Schedule, (i) no Employee employee of the Company is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees of the Company, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) yearsSince January 1, 1991, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees Except as disclosed in Section 2.24(c) of the Company are under written obligation to Disclosure Schedule, as of the date hereof, the Company to maintain in confidence all confidential has not had a layoff of any of its employees which constitutes a "plant closing" or proprietary information acquired by them in "mass layoff" under the course Workers' Adjustment and Retraining Notification Act of their employment and to assign to the Company all inventions made by them within the scope of their employment1988, as amended.

Employees; Labor Relations. (a) Section 2.22 of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 Schedule 4.22 and (in the case of clauses (i), (iii) and (vii)) except as would not, individually or together with other such exceptions, have a material adverse effect on the Business or the Condition of the Disclosure Schedule, Company: (i) no Employee neither the Company nor any Subsidiary thereof is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes engaged in any of the Employees, and unfair labor practice; (ii) no unfair labor practice complaint or sexis pending or, ageto the knowledge of the Designated Persons, race or other discrimination claim has been brought during the last five (5) years threatened against either the Company or such Subsidiary before the National Labor Relations Board; (iii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending or, to the Equal Employment Opportunity Commission knowledge of the Designated Persons, threatened against the Company or any other Governmental such Subsidiary; (iv) no strike, labor dispute, slowdown or Regulatory Authority. During stoppage is pending or, to the last five knowledge of the Designated Persons, threatened against the Company or any such Subsidiary; (5v) years, there has been no work stoppage, strike or other concerted action by union representation question exists with respect to employees of the Company. During that periodCompany or any Subsidiary thereof and, to the knowledge of the Designated Persons, no union organizing activities are taking place with respect to any such employees; (vi) no employees of the Company or any of its Subsidiaries are represented by a labor union or organization, no labor union or organization has complied been certified or recognized as a representative of any such employees, and neither the Company nor any Subsidiary thereof is a party to, or has any obligation under, any collective bargaining agreement or other labor union contract, white paper or side agreement with any labor union or organization, or has any obligation to recognize or deal with any labor union or organization; and (vii) none of the Company or its Subsidiaries is involved in any industrial or trade dispute. (b) Each of the Combined Companies has at all material respects times since January 1, 1995 been in compliance with all applicable Laws relating to employment, wages, hours, compensation, benefits, occupational health and safety, and payment and withholding of taxes in connection with employment except for such failures to comply that, individually or in the aggregate, would not have a material adverse effect on the Business or Condition of the Company. To the knowledge of the Designated Persons, each of the Company and its Subsidiaries has withheld all amounts required by Law or agreement to be withheld by it from wages, salaries and commissions, and neither the Company nor any Subsidiary thereof is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. There are no material Actions or Proceedings pending or, to the knowledge of the Designated Persons, threatened against the Company or any Subsidiary thereof before any Governmental or Regulatory Authority involving or relating to any past or present employee or applicant for employment of laborthe Company or any Subsidiary thereof, including, without limitation those or relating to any acts, omissions or practices of the Company or any Subsidiary thereof relating to employment, wages, hours and collective bargaining. (chours, compensation or benefits. Except as disclosed in Schedule 4.22(b) All directorsor in Schedule 4.12, officersneither the Company nor any Subsidiary thereof is party to or bound by any Order of any kind respecting the employment, management employeeswages, and technical and professional hours, compensation or benefits of any employees or prospective employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employmentany Subsidiary thereof.

Employees; Labor Relations. (a) Section 2.22 As of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description the Companies -------------------------- employ the total number of each such person’s position employees set forth on Schedule 3.25. As of the date ------------- hereof: (a) none of the Companies is delinquent in the payment (i) to or on behalf of its past or present employees of any wages, salaries, commissions, bonuses, benefit plan contributions or other compensation for all periods prior to the date hereof, or (ii) of any amount which is due and job functionpayable to any state or state fund pursuant to any workers' compensation statute, annual base salary rule or wages regulation or any amount which is due and payable to any workers' compensation claimant; (b) there are no collective bargaining agreements currently in effect between any of the Companies and labor unions or organizations representing any employees of any of the Companies; (c) no collective bargaining agreement is currently being negotiated by any of the Companies; (d) to the knowledge of the Seller, there are no union organizational drives in progress and there has been no formal or informal request to any of the Companies for collective bargaining or for an employee election from any union or from the National Labor Relations Board; and (e) to the knowledge of the Seller, no dispute exists between any of the Companies and any incentive of its sales representatives or, to the knowledge of the Seller, between any such sales representatives with respect to territory, commissions, products or bonus arrangement, deferred any other terms of their representation. No employees of the Companies will be entitled to any severance or contingent compensation, pension, accrued, vacation, “golden parachute” other payment in connection with the execution and other like benefits paid delivery of this Agreement or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreementhereby. (b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.

Employees; Labor Relations. (a) Section 2.22 2.20 of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description such Employee's position or function, date of each such person’s position and job functionhire or seniority, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (arrangement with respect to such Employee in cash or otherwise)effect on such date. Neither the Company nor Sellers have Seller has not received any information that would lead them it to believe that any a material number of Employees will or may cease to be EmployeesEmployees prior to the Closing, or will refuse offers of employment from Purchaserthe Company, in anticipation of or because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in Section 2.22 2.20 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of SellersSeller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller or the Company Seller Subsidiaries with respect to the conduct of the Business before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) yearsSince January 1, 1994 there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the CompanyBusiness. During that period, Seller and the Company has Seller Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. (c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.