Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary is 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 either Company Subsidiary, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company or either Company Subsidiary 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 either Company Subsidiary or any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, other concerted action by employees of the Company or either Company Subsidiary. (b) Except as disclosed in Schedule 2.35(b), all employees of the Company and either Company Subsidiary are employed at will, and no employees of the Company or either Company Subsidiary are represented by a union. Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee and consultant of the Company and each Company Subsidiary, together with each such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither the Company nor either Company Subsidiary is party to any agreement for the provision of labor from any outside agency, other than standard Contracts, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000, there have been no claims by employees of such outside agencies against the Company or either Company Subsidiary, and no claims by any governmental agency against the Company or either Company Subsidiary with regard to such employees. (c) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against the Company or either Company Subsidiary 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 either Company Subsidiary or by any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, and to the knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c), since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge of the Company, no officer, employee or consultant of the Company nor either Company Subsidiary is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either of the Company Subsidiaries whose status as an employee or consultant to such Person has not been properly reflected in the Tax filings of such Person.

Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary any of its Subsidiaries is 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 either Company Subsidiaryany of its Subsidiaries, or, to the knowledge of the CompanyCompany and its Subsidiaries, threatened, and there are no facts or circumstances known to the Company or either Company Subsidiary any of its Subsidiaries that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the CompanyCompany and its Subsidiaries, there are no organizational efforts presently underway or threatened involving any employees of the Company Company, or either Company Subsidiary any of its Subsidiaries or any of the employees performing work for the Company or either Company Subsidiary any of its Subsidiaries but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, or other concerted action by employees of the Company or either Company Subsidiaryany of its Subsidiaries. (b) Except as disclosed in Schedule 2.35(b), all employees Each Person who is an employee of either the Company and either Company Subsidiary are or any of its Subsidiaries is employed at will, and no employees employee of the Company or either Company Subsidiary are of any of its Subsidiaries is represented by a union. Each Person who is an independent contractor of either the Company or of 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. Section 2.21(b)(i) of the Company Disclosure Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee employee, independent contractor and consultant of the Company and each Company Subsidiaryconsultant, together with each such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(bExcept as described in Section 2.21(b)(ii) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company SubsidiaryDisclosure Schedule, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither the Company nor either Company Subsidiary is party to any agreement for the provision of labor from any outside agency, other than standard Contracts, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000, there have been no claims by employees of such outside agencies against the Company or either Company Subsidiary, and no claims by any governmental agency against the Company or either Company Subsidiary with regard to such employees. (c) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against the Company or either Company Subsidiary 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 either Company Subsidiary or by any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, and to the knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c), since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge of the Company, no officer, employee or consultant of the Company nor either Company Subsidiary is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either of the Company Subsidiaries whose status as an employee or consultant to such Person has not been properly reflected in the Tax filings of such Person.any

Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary is 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 either Company Subsidiary, or, to the knowledge Section 3.22(a) of the Company, threatened, and there are no facts or circumstances known to the Company or either Company Subsidiary that could reasonably be expected to give rise to such complaint or claim. To the knowledge Disclosure Schedule will contain a list of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or either Company Subsidiary or any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, other concerted action by employees of the Company or either Company Subsidiary. (b) Except as disclosed in Schedule 2.35(b), all employees of the Company and either Company Subsidiary are employed at will, and no employees of the Company or either Company Subsidiary are represented by a union. Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee and consultant of the Company and each Company Subsidiarythe Subsidiaries, together with each such person's position or function, annual base salary or wage wages and any incentive, severance incentives or bonus arrangements arrangement with respect to such person. Other than To the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge Knowledge of the Company, no employee person, with the exception of Xxxxxx X. Xxxxxxx, Xx., currently employed by the Company or either Company any Subsidiary has made any threat, will or otherwise revealed an intent, may cease to terminate such employee's relationship with be engaged by the Company or either any Subsidiary, or will refuse offers of engagement by the Company or any Subsidiary, for any reason, including including, without limitation, because of the consummation of the transactions contemplated by this Agreement. Neither Agreement and the Company nor either Company Subsidiary is party Operative Agreements. (b) Except as will be disclosed in Section 3.22(b) of the Disclosure Schedule, (i) to any agreement for the provision Knowledge of labor from any outside agency, other than standard Contracts, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000Company, there have been are no claims by employees of such outside agencies against material controversies between the Company or either Company any Subsidiary, on the one hand, and no claims by any governmental agency against employee or consultant (other than the Company's or any Subsidiary's independent tax, legal, employee benefit or accounting consultant) of the Company or either Company Subsidiary with regard to such employees. any Subsidiary, on the other hand, (cii) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against employee of the Company or either any Subsidiary is presently a member of a collective bargaining unit or party to a collective bargaining agreement or similar labor Contract relating to such employee's employment with the Company or any Subsidiary based on sexand, sexual to the Knowledge of the Company there are no threatened or other harassment, age, disability, race or other discrimination or common law claims, including claims contemplated attempts to organize for collective bargaining purposes any of wrongful termination, by any the employees of the Company or either Company any Subsidiary and (iii) no unfair labor practice complaint or by any of the employees performing work for sex or age discrimination claim is pending against the Company or either Company any Subsidiary but provided by an outside employment agency, before the National Labor Relations Board or any other Governmental or Regulatory Authority and to the knowledge Knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c)There has been no work stoppage, since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any strike or other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge of the Company, no officer, employee or consultant concerted action by employees of the Company nor either Company Subsidiary is obligated under or any Contract or other agreement or subject to any Order or Law that would interfere with the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either of the Company Subsidiaries whose status as an employee or consultant to such Person has not been properly reflected in the Tax filings of such Person.

Employees; Labor Relations. (a) Neither the Company nor either any Company Subsidiary is a party to, bound by, negotiating or required to negotiate any collective bargaining agreement and there is no unfair or other agreement with a labor practice union or other labor arbitration proceedings pending with respect to organization. No employees of the Company or either any Company SubsidiarySubsidiary are represented by any labor union or other labor organization. To the Knowledge of the Company, there are no activities or proceedings of any labor union or other labor organization to organize any employees of the Company or any Company Subsidiary and no demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or other labor organization. There are no pending or, to the knowledge Knowledge of the Company, threatened, and there have been no, strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, material grievances or labor disputes or similar activity in respect of the business of the Company or any Company Subsidiary that may, individually or in the aggregate, interfere in any material respect with the respective business activities of the Company or any Company Subsidiary. The Company and each Company Subsidiary are no facts not engaged in and have not engaged in any unfair labor practice that has resulted or circumstances known could reasonably be expected to result, individually or in the aggregate, in any material liability to the Company or either Company Subsidiary. There is no unfair labor practice charge against the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any similar Governmental Authority that could reasonably be expected to give rise result in any material liability 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 either Company Subsidiary or any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, other concerted action by employees of the Company or either Company Subsidiary. (b) Except as disclosed in Schedule 2.35(b), all employees Each employee of the Company and either or any Company Subsidiary are is employed at will, and no employees neither the Company nor any Company Subsidiary has any employee who is employed outside of the United States. To the Knowledge of the Company, each natural Person who is an independent contractor of the Company or either any Company Subsidiary are represented by a unionis properly classified as an independent contractor for purposes of all employment-related Applicable Laws and all Applicable Laws concerning the status of independent contractors. Section 2.16(b) of the Company Disclosure Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee employee, independent contractor and consultant consultant, 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, immigration status and whether actively employed or on a leave of absence. (c) To the Knowledge of the Company, the Company and each Company Subsidiary, together with each such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither the Company nor either Company Subsidiary is party to any agreement for the provision and has been in compliance in all material respects with all Applicable Laws respecting employment and employment practices, including, without limitation, all Applicable Laws respecting terms and conditions of employment, 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, notice periods, affirmative action, workers’ compensation, labor from any outside agencyrelations, other than standard Contractsemployee leave issues, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000, there have been no claims by employees of such outside agencies against the Company social security or either Company Subsidiaryunemployment insurance or similar Taxes, and no claims by any governmental agency against the Company or either Company Subsidiary with regard to such employees. (c) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against the Company or either Company Subsidiary 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 either Company Subsidiary or by any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, and to the knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c), since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice or that it is liable for any arrearages arrearage of wages or any taxes Tax or penalties penalty for failure to comply with any of the foregoing. The Company and each Company Subsidiary is and has been in compliance with all notice and other requirements under the Workers Adjustment and Retraining Notification Act and any similar foreign, state or local Applicable Law relating to plant closings and layoffs. Neither the Company nor any Company Subsidiary is delinquent in payments to any current or former employees or consultants for any services or amounts required to be reimbursed or otherwise paid. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge Knowledge of the Company, no officer, employee or consultant of the Company nor either or any Company Subsidiary is bound by, subject to or obligated under any Contract or other agreement or subject to any Order or Applicable Law that would interfere with materially restrict the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity performance of such officers, employees or consultants in connection Person’s duties with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either a Company Subsidiary or the ability of the Company Subsidiaries whose status as an employee and or consultant any Company Subsidiary to such Person has not been properly reflected in the Tax filings of such Personconduct its business.

Employees; Labor Relations. (a) Neither the Company nor either any Company Subsidiary is a party to, bound by, negotiating or required to negotiate any collective bargaining agreement and there is no unfair or other agreement with a labor practice union or other labor arbitration proceedings pending with respect to organization. No employees of the Company or either any Company SubsidiarySubsidiary are represented by any labor union or other labor organization. To the knowledge of the Company, there are no activities or proceedings of any labor union or other labor organization to organize any employees of the Company or any Company Subsidiary and no demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or other labor organization. There are no pending or, to the knowledge of the Company, threatened, and there are no facts have been no, strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or circumstances known to requests for representation), pickets, slowdowns, stoppages, material grievances or labor disputes or similar activity in respect of the business of the Company or either any Company Subsidiary that could reasonably be expected may, individually or in the aggregate, interfere in any material respect with the respective business activities of the Company or any Company Subsidiary. The Company and each Company Subsidiary are not engaged in and, to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway have not engaged in any unfair labor practice that has resulted or threatened involving could reasonably be expected to result, individually or in the aggregate, in any employees of material liability to the Company or either any Company Subsidiary or any of the employees performing work for Subsidiary. There is no unfair labor practice charge against the Company or either any Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike pending or, to the knowledge of the Company, other concerted action by employees of threatened before the National Labor Relations Board or any similar Governmental Authority that could reasonably be expected to result in any material liability to the Company or either any Company Subsidiary. (b) Except as disclosed in Schedule 2.35(b), all employees Each employee of the Company and either or any Company Subsidiary are is employed at will, and no employees neither the Company nor any Company Subsidiary has any employee who is employed outside of the United States. Each natural Person who is an independent contractor of the Company or either any Company Subsidiary are represented by a unionis properly classified as an independent contractor for purposes of all employment-related Laws and all Laws concerning the status of independent contractors. Section 2.15(b) of the Company Disclosure Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee employee, independent contractor and consultant of the Company and each Company Subsidiaryconsultant, together with each such person's 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 salary, wage rate, or wage fee, any incentives or commissions, and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(apotential), no person (including whether eligible for overtime compensation, vacation entitlement, any Affiliate applicable severance arrangements, immigration status and whether actively employed or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither the Company nor either Company Subsidiary is party to any agreement for the provision of labor from any outside agency, other than standard Contracts, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000, there have been no claims by employees leave of such outside agencies against the Company or either Company Subsidiary, and no claims by any governmental agency against the Company or either Company Subsidiary with regard to such employeesabsence. (c) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against the The Company or either and each Company Subsidiary based on sexis and has been in compliance in all material respects with all Applicable Laws respecting employment and employment practices, sexual including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours, overtime classification, child labor, immigration, employment discrimination, disability rights or other harassmentbenefits, ageequal opportunity, disabilitypay equity, race plant closures and layoffs, severance, notice periods, affirmative action, workers’ compensation, labor relations, employee leave issues, social security or other discrimination unemployment insurance or common law claims, including claims of wrongful termination, by any employees of the Company or either Company Subsidiary or by any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agencysimilar Taxes, and to the knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c), since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice or that it is liable for any arrearages arrearage of wages or any taxes Tax or penalties penalty for failure to comply with any of the foregoing. The Company and each Company Subsidiary is and has been in compliance with all notice and other requirements under the Workers Adjustment and Retraining Notification Act and any similar foreign, state or local law relating to plant closings and layoffs. Neither the Company nor any Company Subsidiary is delinquent in payments to any current or former employees or consultants for any services or amounts required to be reimbursed or otherwise paid. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge of the Company, no officer, employee or consultant of the Company nor either or any Company Subsidiary is bound by, subject to or obligated under any Contract or other agreement or subject to any Order or Law that would interfere with materially restrict the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity performance of such officers, employees or consultants in connection Person’s duties with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either a Company Subsidiary or the ability of the Company Subsidiaries whose status as an employee and or consultant any Company Subsidiary to such Person has not been properly reflected in the Tax filings of such Personconduct its business.

Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary is 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 either Company Subsidiary, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company or either Company Subsidiary 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 either Company Subsidiary or any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, other concerted action by employees of the Company or either Company Subsidiary. (b) Except as disclosed in Schedule 2.35(b), all employees of the Company and either Company Subsidiary are employed at will, and no employees of the Company or either Company Subsidiary are represented by a union. Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee and consultant of the Company and each Company Subsidiary, together with each such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person 28 (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither the Company nor either Company Subsidiary is party to any agreement for the provision of labor from any outside agency, other than standard Contracts, entered into in the ordinary course of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000, there have been no claims by employees of such outside agencies against the Company or either Company Subsidiary, and no claims by any governmental agency against the Company or either Company Subsidiary with regard to such employees. (c) Except as set forth on Schedule 2.35(c), since January 1, 2000, there have been no federal or state claims made against the Company or either Company Subsidiary 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 either Company Subsidiary or by any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, and to the knowledge of the Company there are no facts or circumstances that could reasonably be expected to give rise to such complaint or claim. Except as set forth in Schedule 2.35(c), since January 1, 2000, neither the Company nor has either Company Subsidiary 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 without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws relating to wages, hours, collective bargaining, the payment of Social Security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice that it is liable for any arrearages of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) Neither the Company nor either Company Subsidiary has written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d). (e) To the knowledge of the Company, no officer, employee or consultant of the Company nor either Company Subsidiary is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's or either Company Subsidiary's business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or either Company Subsidiary's business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's or either Company Subsidiary's business as presently conducted, will conflict with or result in a material 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.a (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either of the Company Subsidiaries whose status as an employee or consultant to such Person has not been properly reflected in the Tax filings of such Person.

Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary any of its Subsidiaries is a party to any collective bargaining agreement and there is are no unfair labor practice or labor arbitration proceedings Actions or Proceedings pending with respect to the Company or either Company Subsidiaryany of its Subsidiaries, or, to the knowledge Knowledge of the Company, threatened, and there are no facts or circumstances known with respect to which the Company or either Company Subsidiary any of its Subsidiaries has Knowledge that could reasonably be expected to give rise to such complaint or claim. To the knowledge Knowledge of the CompanyCompany or any of its Subsidiaries, there are no union organizational efforts presently underway or threatened involving any employees of the Company or either Company Subsidiary any of its Subsidiaries or any of the employees performing work for the Company or either Company Subsidiary any of its Subsidiaries but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, or other similar concerted action by employees of the Company or either Company Subsidiaryany of its Subsidiaries. (b) Except as disclosed in Schedule 2.35(b), all employees Each Person who is an employee of the Company and either Company Subsidiary are or any of its Subsidiaries is employed at will, and no employees employee of the Company or either Company Subsidiary are any of its Subsidiaries is represented by a unionunion with respect to the employee’s employment by the Company. Except as disclosed in Section 2.21(b)(i) of the Company Disclosure Schedule, each Person who is or was an independent contractor of the Company or any of its Subsidiaries is or was 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)(ii) of the Company Disclosure Schedule 2.35(b) sets forth, individually and by category, forth the name of each officer, employee and consultant of the Company or any of its Subsidiaries (and each consultant providing services to the Company Subsidiaryor any of its Subsidiaries similar to employees), together with each such person's Person’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such personPerson. Other than To the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge Knowledge of the Company, within the six months prior to the date of this Agreement, no employee of the Company or either any of its Subsidiaries, other than those identified on Section 2.21(b)(iii) of the Company Subsidiary Disclosure Schedule, has made any threat, or otherwise revealed an intent, to terminate such employee's ’s relationship with the Company or either Company or, as applicable, its Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neither Except as disclosed in Section 2.21(b)(iv) of the Company Disclosure Schedule, neither the Company nor either Company Subsidiary any of its Subsidiaries is a party to any agreement for the provision of labor from any outside agency, other than standard Contracts, entered into in . To the ordinary course Knowledge of business, for the provision of temporary personnel on a short-term basis. Since January 1, 2000Company, there have been no claims by employees of such outside agencies against agencies, if any, with regard to employees assigned to work for the Company or either Company Subsidiaryany of its Subsidiaries, and no claims by any governmental agency against the Company Governmental or either Company Subsidiary Regulatory Authority with regard to such employees. (c) Except as set forth on Schedule 2.35(c), since Since January 1, 20002007, there have been no complaints, charges or claims filed with a Governmental or Regulatory Authority under federal or state claims made against the Company or either Company Subsidiary any other Law based on sexsexual, sexual racial or other prohibited forms of harassment, age, sex, disability, race or other prohibited forms of discrimination or common law employment-related claims, including claims of wrongful termination, by any employees of the Company or either Company Subsidiary or any of its Subsidiaries or, to the Company’s Knowledge, by any of the employees performing work for the Company or either Company Subsidiary any of its Subsidiaries, but provided by an outside employment agency, and to the knowledge of the Company there are no facts facts, events or circumstances with respect to which the Company has Knowledge that could reasonably be expected to give rise to such complaint or claim. Except The Company and each of its Subsidiaries has (i) complied in all material respects with and properly classified and paid its employees under all applicable state wage and hour Laws, except as set forth disclosed in Schedule 2.35(cSection 2.21(c)(i) of the Company Disclosure Schedule, (ii) timely paid all compensation (including, but not limited to, vacation, bonuses and commissions, if any) owed to all current and former employees, (iii) complied in all material respects with all requirements of state and federal Occupational Safety and Health Administration (OSHA), (iv) complied in all material respects with all applicable immigration Laws, (v) complied in all material respects with all Laws related to the employment of employees, except as disclosed in Section 2.21(c)(v) of the Company Disclosure Schedule, and (vi) since January 1, 2000, 2007 neither the Company nor any of its Subsidiaries has either Company Subsidiary received any written notice of any claim that it has not complied in any material respect with, with any Laws relating to the employment of employees, including without limitation, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and any provisions of any other Laws thereof relating to wages, hours, collective bargaining, the payment of Social Security social security and similar taxes, equal employment opportunity, employment nor either Company Subsidiary has received any notice discrimination, 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) Neither the Company nor either Company Subsidiary any of its Subsidiaries has any written policies and/or employee handbooks or manuals except as described in Schedule 2.35(d)manuals. (e) To the knowledge Knowledge of the Company, no officer, employee or consultant of the Company nor either Company Subsidiary or any of its Subsidiaries is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Company's ’s or either Company Subsidiary's any of its Subsidiaries’ business as currently conducted. Neither To the Knowledge of the Company, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s or either Company Subsidiary's any of its Subsidiaries’ business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's ’s or either Company Subsidiary's any of its Subsidiaries’ business as presently conducted, will conflict with or result in a material 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'sofficers, employees or consultants is now bound. (f) There are no individuals currently providing services, or who have within the last five years provided services, to the Company or either of the Company Subsidiaries whose status as an employee or consultant to such Person has not been properly reflected in the Tax filings of such Person.