Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance with all Laws relating to employment or the workplace, including provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation, if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such matters. (b) Except as set forth on Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)), each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified by the Company and its Affiliates as an independent contractor under applicable employment-related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together with such Person’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge of the Company and/or Seller, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller or any Affiliate of Seller, following the Closing. No current employee of the Company has made any threat, or otherwise revealed to the Company and/or Seller an intent, to terminate such employee’s relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii), the Company is not a party to any agreement for the provision of labor from any outside agency. There have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Seller, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business as currently conducted. To the knowledge of the Company and/or Seller, neither the execution nor delivery of this Agreement, nor the carrying on of the Business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.

Employees; Labor Relations. (a) Schedule 3.15(a) lists each current employee of the Company or any Company Subsidiary (i) who received from the Company and the Company Subsidiaries during the Annual Reporting Period ended on the Balance Sheet Date, or (ii) who is anticipated to receive from the Company and the Company Subsidiaries during the Annual Reporting Period ending March 27, 2005 salary, wages and/or cash bonuses in excess of $200,000 in the aggregate and the amount of such compensation. (b) Neither the Company nor any of its Affiliates Company Subsidiary is a party to any collective bargaining agreement or other Contract contract or agreement with any group of employees, labor organization or other collective bargaining representative of any of the employees of the Company or any of its Affiliates andCompany Subsidiary. Except as set forth in Schedule 3.15(b), to the knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates Company Subsidiary is in compliance with all Laws relating to the employment or the workplace, including including, without limitation, provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxesimmigration, unemployment compensation, worker’s 's compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age , except for such noncompliance which either individually or other discrimination claims) or litigation, if any, between in the aggregate is not reasonably likely to have a Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such mattersMaterial Adverse Effect. (bc) To the Knowledge of the Company, the Company and each Company Subsidiary has properly classified for all purposes (including, without limitation, for all Tax purposes and for purposes of determining eligibility to participate in any employee benefit plan) all employees, leased employees, consultants and independent contractors, and has withheld and paid all applicable Taxes and made all appropriate filings in connection with services provided by such persons to the Company and each Company Subsidiary. (d) Except as set forth on Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)3.15(d), each Person who is an employee to the Knowledge of the Company, no officer of the Company or any of its Affiliates Company Subsidiary is employed at will. No employee of bound by any contract or commitment that restricts him or her from engaging in any activity competitive with the Company Company's or any of its Affiliates is represented by a union. Each Person who is Company Subsidiary's business or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified by the Company and its Affiliates as an independent contractor under applicable employment-related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together competing with such Person’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge of the Company and/or Seller, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller or any Affiliate of Seller, following the Closing. No current employee of the Company has made any threat, or otherwise revealed to the Company and/or Seller an intent, to terminate such employee’s relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii), the Company is not a party to any agreement for the provision of labor from any outside agency. There have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Seller, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business as currently conducted. To the knowledge of the Company and/or Seller, neither the execution nor delivery of this Agreement, nor the carrying on of the Business as presently conducted nor any activity of such officers, employees or consultants contained in connection with the carrying on of the Business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment agreement with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the CompanySubsidiary.

Employees; Labor Relations. (a) Neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge Knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge the Knowledge of Seller and/or the Company, has there been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance in all material respects with all Laws relating to employment or the workplace, including including, without limitation, provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s 's compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation), if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such matters. (b) Except as set forth on Schedule SCHEDULE 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)), each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly is classified by the Company and its Affiliates as an independent contractor under applicable employment-for purposes of all employment related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii) The Company Letter includes a schedule which sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together with such Person’s 's position or function, current annual base salary for 2006 or wage and any incentive, severance or bonus arrangements paid to such Person with respect to such Person2005. To the knowledge Knowledge of the Company, no employee of the Company and/or Seller, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including without limitation to Seller any Shareholder or any Affiliate of Sellerany Shareholder, following the Closing. No To the Knowledge of the Company, no current employee of the Company has made any threat, given notice that he or otherwise revealed to the Company and/or Seller an intent, to she will terminate such employee’s his or her employment relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule SCHEDULE 2.22(b)(ii), the Company is not a party to any agreement for the provision of labor from any outside agency. There To the Knowledge of the Company, there have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge Knowledge of the Company and/or Seller, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business as currently conducted. To the knowledge of the Company and/or SellerCompany, neither the execution nor delivery of this Agreement, nor the carrying on of the Business Company's business as presently conducted nor any activity of such the officers, employees or consultants of the Company in connection with the carrying on of the Business Company's business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with except as set forth on the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the CompanyLetter.

Employees; Labor Relations. (a) Neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or AE and the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company’s or AE’s knowledge, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance in all material respects with all Laws relating to employment or the workplace, including including, without limitation, provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation), if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such matters. (b) Except as set forth on Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)), each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly is classified by the Company and its Affiliates as an independent contractor under applicable employment-for purposes of all employment related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the CompanyCompany as of the date hereof, together with such Person’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge As of the Company and/or Sellerdate hereof, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including without limitation to Seller AE or any Affiliate of SellerAE, following the Closing. No current employee Each of AE and the Company hereby acknowledges and agrees that as of the Company has made Closing, any threat, or otherwise revealed predecessor agreements relating to the Company and/or Seller an intentemployment of Cxxxx Xxxxxxx and Jxxx Xxxxxxx, to terminate such employee’s relationship with on the Company for one hand, and AE and any reasonof its Affiliates, including because on the other hand, shall be superseded and be of the consummation of the transactions contemplated by this Agreementno further force or effect. Except as set forth on Schedule 2.22(b)(ii), the Company is not a party to any agreement for the provision of labor from any outside agency. There To the knowledge of the Company and AE, there have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Sellerand AE, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business Company’s business as currently conducted. To the knowledge of the Company and/or Seller, neither Neither the execution nor delivery of this Agreement, nor the carrying on of the Business Company’s business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Business Company’s business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.

Employees; Labor Relations. Except as set forth in the attached PRC Labor Law. (a) Neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance with all Laws relating to employment or the workplace, including provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation, if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, There are there, any no investigations by any government agencies of the Company or any of its Affiliates concerning such matters. (b) Except as set forth on Schedule 2.21(b)(i2.21(b) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)i), each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified by the Company and its Affiliates as an independent contractor under applicable employment-related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii2.22(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together with such Person’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge of the Company and/or Seller, no No person listed on Schedule 2.21(b)(ii2.22(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller or any Affiliate of Seller, following the Closing. No current employee of the Company has made any threat, or otherwise revealed to the Company and/or Seller an intent, to terminate such employee’s relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii2.23(b)(ii), the Company is not a party to any agreement for the provision of labor from any outside agency. There have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Seller, no No officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business as currently conducted. To the knowledge of the Company and/or Seller, neither Neither the execution nor delivery of this Agreement, nor the carrying on of the Business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he the Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.

Employees; Labor Relations. (a) Neither The Company has a contract with Administaff whereby Administaff provides PEO services to the Company nor and through Administaff the Company is in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any material respect in any unfair labor practice. The Company through its PEO relationship with Administaff has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees and consultants; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The Company is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to employment insurance, social security, workers compensation, health or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending claims against the Company under any workers compensation plan or policy or for long term disability. There are no controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its Affiliates employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any agency, court or tribunal, foreign or domestic. The Company is not a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative unions contract nor does the Company know of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The To the best of the Company’s knowledge, no employees of the Company and each are in violation of its Affiliates is in compliance with all Laws any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to employment the right of any such employee to be employed by the Company because of the nature of the business conducted or the workplace, including provisions relating proposed to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation, if any, between be conducted by the Company or any to the use of its Affiliates and Persons employed by trade secrets or providing services proprietary information of others. No employees of the Company have given notice to the Company. Neither , nor is the Company otherwise aware, that any such employee intends to terminate his or Seller has received notice of, nor, to her employment with the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such mattersCompany. (b) Except as set forth on in Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)2.19(b), each Person who is an employee all employees of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified are terminable by the Company and its Affiliates as an independent contractor under upon reasonable notice in accordance with applicable employment-related Laws and all Laws concerning the status of independent contractors applicable to the CompanyLaw. Schedule 2.21(b)(ii2.19(b) sets forth, individually and by category, the name of each Person employed by or providing services to the Companyofficer, employee and consultant, together with such Personperson’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Personperson. To the knowledge of the Company and/or Seller, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller or any Affiliate of Seller, following the Closing. No current employee of the Company has made any threat, or otherwise revealed to the Company and/or Seller an intent, to terminate such employee’s relationship with the Company for any reason, including because of the consummation The completion of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii)Agreement will not result in any payment or increased payment becoming due from the Company to any officer, director, or employee of, or consultant to, the Company. The Company is not a party to any agreement for the provision of labor from any outside agencyagency that would result in treatment of such providers of labor as an employee of the Company. There have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority governmental agency with regard to such employees. (c) Since the date of incorporation of the Company, there have been no federal or state claims based on employment equity, sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful dismissal, severance pay, payment in lieu of notice or bad faith termination, by any employees of the Company or by any of the employees performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such complaint or claim. (d) The Company has written employment policies and/or employee handbooks or manuals as provided by Administaff under the PEO agreement with the Company. To the knowledge of the Company and/or SellerCompany, no officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business Company’s business as currently conducted. To the knowledge of the Company and/or Seller, neither the execution nor delivery of this Agreement, nor the carrying on of the Business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.

Employees; Labor Relations. (a) Neither the The Company nor any of its Affiliates is not a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, and there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to the knowledge of Seller and/or the CompanyCompany or the Sellers, been threatened any strike, slow-down, picketing, work-stoppage, stoppage or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in material compliance with all Laws relating to employment or the workplace, including provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There Except as set forth on Schedule 3.21(a) of the Company Disclosure Schedule, to the knowledge of the Company or the Sellers, there are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation), if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither Company or Actions or Proceedings involving the Company regarding employment-related matters. The Company has not undergone a “plant closing” or Seller has received notice of, nor, “mass layoff” that would subject it to the knowledge requirements of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such mattersWorker Adjustment and Retraining Notification Act. (b) Except as set forth on in Schedule 2.21(b)(i3.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii))of the Company Disclosure Schedule, each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a unionunion in connection with his or her employment with the Company. Each Person who is or was, or has been treated as, an independent contractor of the Company or any is properly classified as an independent contractor, and each Person who is an employee of its Affiliates for any purposethe Company is properly classified as an employee, including in each case for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified by the Company and its Affiliates as an independent contractor under applicable all employment-related Laws and all Laws concerning the status of independent contractors applicable to the Companycontractors. Schedule 2.21(b)(ii3.21(b)(ii) of the Company Disclosure Schedule sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together with such Person’s position or function, annual base salary or wage wage, accrued vacation and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge of the Company and/or Seller, no No person listed on Schedule 2.21(b)(ii3.21(b)(ii)(A) of the Company Disclosure Schedule shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller the Sellers or any Affiliate of Sellerthe Sellers, following the Closing. No To the knowledge of the Company or the Sellers, no current employee of the Company listed on Schedule 3.21(b)(ii)(B) has made any threat, threatened or otherwise revealed to the Company and/or Seller an intent, announced his or her intention to terminate such employee’s relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii), the The Company is not a party to any agreement for the provision of labor from any outside agency. There To the knowledge of the Company or the Sellers, there have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Selleror the Sellers, no officer, employee or consultant of the Company is obligated under any Contract or other agreement to which such Person is a party, or subject to any Order or Law Law, that would interfere materially interferes with the Business Company’s business as currently conducted. To the knowledge of the Company and/or Seller, neither Neither the execution nor delivery of this Agreement, nor the carrying on of the Business Company’s business as presently conducted nor any activity of such officers, officers or employees or consultants in connection with the carrying on of the Business Company’s business as presently conducted, will conflict conflicts with or result results in a breach of the terms, conditions or provisions of, constitute constitutes a default under, or trigger triggers a condition precedent to any rights under any Contract or other agreement under which any of such officers, officers or employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.

Employees; Labor Relations. (a) Neither the The Company nor any of its Affiliates is not a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, and there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, nor been threatened any strike, slow-down, picketing, work-stoppage, stoppage or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance in all material respects with all Laws relating to employment or the workplace, including including, without limitation, provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation), if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such matters. (b) Except as set forth on Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)), each Each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been is properly classified by the Company and its Affiliates as an independent contractor under applicable employment-for purposes of all employment related Laws and all Laws concerning the status of independent contractors applicable to contractors. Section 2.22(b) of the Company. Company Disclosure Schedule 2.21(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the Companyofficer, employee, independent contractor and consultant, together with such Personperson’s position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such Person. To the knowledge of the Company and/or Seller, no person listed on Schedule 2.21(b)(ii) shall have any continuing employment obligation or other obligation to provide services to any Person other than the Company, including to Seller or any Affiliate of Seller, following the Closingperson. No current employee of the Company has made any threat, or otherwise revealed to the Company and/or Seller an intent, to terminate such employee’s relationship with the Company for any reason, including because of the consummation of the transactions contemplated by this Agreement. Except as set forth on Schedule 2.22(b)(ii), the The Company is not a party to any agreement for the provision of labor from any outside agency. There Since the Company’s inception, there have been no claims against the Company by employees of such outside agencies, if any, with regard to employees assigned to work for the Company, and no claims by any Governmental or Regulatory Authority with regard to such employees. (c) To the knowledge of the Company and/or Seller, no No officer, employee or consultant of the Company is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with the Business Company’s business as currently conducted. To the knowledge of the Company and/or Seller, neither Neither the execution nor delivery of this Agreement, nor the carrying on of the Business Company’s business as presently conducted nor any activity of such officers, employees or consultants in connection with the carrying on of the Business Company’s business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, under or trigger a condition precedent to any rights under any Contract or other agreement under which any of such officers, employees or consultants is now bound. (d) The Company has not received any written (or, to the knowledge of Seller and/or the Company, oral) notice from any employee or managerial personnel that would reasonably lead a person to believe that such employee intends to terminate his or her employment with the Company after the Closing Date or is not willing to continue his or her employment with he Company after the Closing Date on terms substantially comparable to his or her existing terms of employment at the Company.