Common use of Employees Clause in Contracts

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract with its corporate officers, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company Borrower nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Borrower’s knowledge, threatened with respect to the Company Borrower or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company Borrower nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Borrower’s knowledge, no employee of the Company Borrower or any of its Subsidiaries, nor any consultant with whom the Company Borrower or any of its Subsidiaries has contracted, is in violation of any material term of any employment contract, proprietary information agreement contract or any other agreement contract relating to the right of any such individual to be employed by, or to contract with, the Company Borrower or any of its Subsidiaries because of the nature of the business or to be conducted by the Company or receive any of its Subsidiariesbenefits; and and, to the Company's knowledge Borrower’s knowledge, the continued employment by the Company Borrower or any of its Subsidiaries of its present employees, and the performance of the Company's Borrower’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Borrower or any of its Subsidiaries, no employee of the Company Borrower or any of its Subsidiaries has been granted the right to continued employment by the Company Borrower or any of its Subsidiaries or to any material compensation following termination of employment with the Company Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company The Borrower is not aware that any officer, director, manager, partner, key employee or group of employees intends to terminate his, her or their employment with the Company Borrower or any of its Subsidiaries, nor does the Company Borrower or any of its Subsidiaries have a present intention to terminate any of the employment of any officer, key employee or group of employeessame.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee No Employees of the Company or any of its Subsidiaries, Subsidiaries are represented by any labor union nor are any consultant collective bargaining agreements otherwise in effect with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating respect to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesEmployees, and the performance no labor organization or group of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee Employees of the Company or any of its Subsidiaries has been granted made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the right Knowledge of the Company, threatened to continued employment by be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries and their respective employees. The Company and its Subsidiaries believe that their relations with their employees are good. As of the date hereof, no executive officer (as defined in Rule 501(f) promulgated under the Securities Act) of the Company or any of its Subsidiaries has notified the Company or any of its Subsidiaries that such officer intends to leave the Company or any of its Subsidiaries or to any material compensation following termination of otherwise terminate such officer’s employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14To the Knowledge of the Company, the Company is not aware that any officer, key employee or group no executive officer of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other Contract or any restrictive covenant, and to terminate the Knowledge of the Company, the continued employment of each such executive officer does not subject the Company or any officerof its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, key employee California Labor Code section 1400 et seq., and any other similar applicable foreign, state, or group local Laws relating to facility closings and layoffs. All independent contractors of employeesthe Company are properly classified under applicable state and federal Law, and the Company is in compliance with California Labor Code 226.8.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Securities Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, : no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither To the Company’s knowledge, no employee of the Company nor or any of its Subsidiaries is aware that any of its employees is obligated under any material contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or severance agreement with the Company or any of its Subsidiaries and any rights that may be available under applicable law, and except for the general severance policies of the Company and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, to the Company is not aware that any knowledge of the Company, no officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its SubsidiariesSubsidiary, nor any consultant with whom the Company or any of its Subsidiaries Subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company (or any of its Subsidiaries Subsidiary) because of the nature of the business to be conducted by the Company (or any of its SubsidiariesSubsidiary); and to the Company's ’s knowledge the continued employment by the Company or any (and its Subsidiaries) of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s (and its Subsidiaries' ’) contracts with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesas set forth on Schedule 3.1(ee), no employee of the Company or any of its Subsidiaries Subsidiary has been granted the right to continued employment by the Company (or any of its Subsidiaries Subsidiary) or to any material compensation following termination of employment with the Company (or any of its SubsidiariesSubsidiary). Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company (or any of its Subsidiaries, Subsidiary) nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

Employees. Except as set forth on Schedule 4.143.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.143.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, and the Company's CEO, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Schedule 4.14, neither Section 3.09 of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orDisclosure Schedule, to the Company's knowledge, threatened with respect to the Company or any Knowledge of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, Subsidiary is in violation of any term of any employment contractpatent disclosure agreement, proprietary information non-competition agreement or any other agreement restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any of its Subsidiaries; and collective bargaining agreement or any other agreement with a labor union, and, to the Company's knowledge ’s knowledge, there has been no effort by any labor union during the continued employment by 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts which may interfere with its independent contractors, will not result in any such violationcontinued operations. Neither the Company nor any of its Subsidiaries agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is aware that no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of its the employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of its Subsidiaries has been granted 1964, the right to continued employment Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any of its Subsidiaries or applicable law to any material compensation following termination of employment with be so classified, and the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its and Subsidiaries have a present intention fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to terminate the employment of any officer, key employee or group of employeesdo so.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. With respect to any Canadian Pension Plan: (i) the Canadian Pension Plans are duly registered under all applicable Federal and Provincial pension benefits legislation, (ii) all statutory obligations of Company or any Eligible Subsidiary required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion and there are no outstanding disputes concerning the assets held pursuant to any such funding agreement, (iii) all contributions or premiums required to be made by Company or any Eligible Subsidiary to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations, (iv) all employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by Company or any Eligible Subsidiary and fully paid into the Canadian Pension Plans in a timely fashion, (v) all reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion, (vi) there have been no improper withdrawals, or applications of, the assets of any of the Pension Plans, (vii) no amount is owing by any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute, (viii) the Canadian Pension Plans are fully funded in accordance with applicable law both on an ongoing basis and on a solvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles), and (ix) none of the Canadian Pension Plans is the subject of an investigation, proceeding, action or claim and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim. Company and each Eligible Subsidiary shall (i) cause the Canadian Pension Plans to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable provincial pension benefits legislation, (ii) deliver to Laurus an undertaking of the funding agent for such Canadian Pension Plan stating that the funding agent will notify Laurus within seven (7) days of the failure of Company or any Eligible Subsidiary to make any required contribution to each Canadian Pension Plan, (iii) not accept payment of any amount from any Canadian Pension Plan (other than amounts on account of expenses reasonably incurred in connection with the operations of such Canadian Pension Plan) without the prior written consent of Laurus, (iv) not terminate, or cause to be terminated, any Canadian Pension Plan, if such plan would have a solvency deficiency on termination, (v) shall promptly provide Laurus with any documentation relating to the Canadian Pension Plans as Laurus may reasonably request, and (vi) shall promptly notify Laurus of (A) a material increase in the liabilities of any Canadian Pension Plan, (B) the establishment of a new registered pension plan or (C) the commencement of payments of contributions to any Canadian Pension Plan to which Company or any Eligible Subsidiary had not previously been paying or contributing.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as may be implied by law, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's or any Eligible Subsidiary's knowledge, threatened with respect to the Company or any of its Subsidiariessuch Subsidiary. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's and each Eligible Subsidiary's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's and each Eligible Subsidiary's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement for its executive officers. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither 2.10 of the Disclosure Schedule describes how many full-time employees and part-time employees the Company and each of the Subsidiaries employs. The Company and the Subsidiaries have complied with all applicable laws related to employment. Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended), deferred compensation arrangementagreement, severance agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan agreement or arrangement with any collective bargaining agent. No employees of the Company or the Subsidiaries are represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the Company’s knowledge, threatened labor dispute involving the Company or the Subsidiaries and any employee or group of its employees. To the Company's ’s knowledge, no officer, key employee or group of employees intend to terminate his, her or their employment with the Company or the Subsidiaries nor does the Company or the Subsidiaries have a present intent to terminate the employment of any officer, key employee or group of employees. No employee of the Company or the Subsidiaries has been granted the right to continued employment by the Company or the Subsidiaries or to any material compensation following termination of employment with the Company or the Subsidiaries. To the Company’s knowledge, no employee of the Company or any of its the Subsidiaries, nor any consultant with whom the Company or any of its the Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge ’s knowledge, the continued employment by the Company or any of its the Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective Each former employee of the Company or the Subsidiaries whose employment was terminated by the Company or the Subsidiaries has entered into an agreement with the Company or the Subsidiaries providing for the full release of any claims against the Company or the Subsidiaries or any related party arising out of such employment. The Company is not delinquent in payments to any of its Subsidiariesemployees, no employee consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesforegoing.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There To the Company's knowledge, there is no labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge knowledge, the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its their independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(N), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the Company nor any best of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees Subsidiary is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere conflict with their duties such employee's obligation to use his best efforts to promote the interests of the Company or any Subsidiary or that would conflict with the Company's business as conducted or as proposed to be conducted. Neither the execution nor delivery of its Subsidiariesthis Agreement, nor the carrying on of the Company's business by the employees of the Company or any Subsidiary, nor the conduct of the Company's business as currently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. To the best of the Company's knowledge, no employee or consultant of the Company or any Subsidiary is in violation of any term of any employment contract, proprietary information and inventions agreement, noncompetition agreement or any other contract or agreement relating to the relationship of any such employee or consultant with the Company or any previous employer. To the best of the Company's knowledge, no officer of the Company or any Subsidiary nor any Key Employee (as hereinafter defined) of the Company or any Subsidiary, the termination of whose employment, either individually or in the aggregate, would have a Material Adverse Effect, has any intention of terminating his or her employment with the Company. Neither the Company nor any Subsidiary has any collective bargaining agreements with any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement and there is no labor-union-organizing activity pending or to the best of the Company's knowledge threatened with respect to the Company or any Subsidiary. For purposes of its Subsidiariesthis Agreement, no employee "Key Employee" means and includes each officer of the Company or any Subsidiary and each employee who contributes to the invention, design or authorship of its Subsidiaries has been granted the right to continued employment by the Company's Intellectual Property. The Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of and its Subsidiaries have a present intention complied in all material respects with all applicable laws relating to terminate the employment of any officerlabor, key employee or group including provisions relating to wage, hours, ERISA, equal opportunity, collective bargaining and the payment of employeessocial security and other taxes.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries No Borrower has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's each Borrower’s knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries no Borrower is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's each Borrower’s knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries a Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries a Borrower because of the nature of the business to be conducted by the Company or any of its Subsidiariesborrower; and to the Company's each Borrower’s knowledge the continued employment by the Company or any Borrower of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' Borrowers’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries No Borrower is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrowers. Neither the Company nor any of its Subsidiaries No Borrower has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesa Borrower, no employee of the Company or any of its Subsidiaries Borrowers has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesa Borrower. Except as set forth on Schedule 4.14, the Company is The Borrowers are not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Eligible Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Eligible Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Eligible Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Eligible Subsidiaries is aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Eligible Subsidiaries. Neither the Company it nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Eligible Subsidiaries, no employee none of the Company its or any of its Subsidiaries Eligible Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Eligible Subsidiaries, as applicable, nor does the Company it or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n) or in any of the Parent's SEC Reports or Exchange Act Filings, neither the Company it nor any of its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Parent's SEC Reports or Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement which, in any such case, provides for compensation in excess of $75,000 in any calendar year. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except (a) Schedule 4.15 contains a list setting forth, (i) the name and current annual salary and other compensation payable by Seller to each manager, employee, officer, independent contractor, agent or consultant of Seller employed or engaged in connection with the Business (an "Employee"); (ii) the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each such person for the current fiscal year; and (iii) any and all loans outstanding from Seller to any Employee. There are no oral or written contracts, agreements or arrangements relating to compensation or performance awards or obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its employees or other persons. There is not due or owing, and there will not be due and owing at the Closing, to any of Seller's Employees, any sick pay, severance pay (whether arising out of the termination of an Employee of Seller prior to or subsequent to the Closing), compensable time or pay, including but not limited to, salary, commission and bonuses, personal time or pay or vacation time or vacation pay attributable to service rendered on or prior to the Closing Date, other than set forth on Schedule 4.15. There is not now, and there will not be as of the Closing Date, any liability of, or claims against, Seller (including, without limitation, workers' compensation claims and claims or suits for contribution to, or indemnification of, third parties, occupational health and safety, environmental, consumer protection or equal employment matters) for injury, sickness, disease, discrimination, death or termination of employment of any Employee or other employment matter (including, without limitation, any Employee or former Employee or any contractor or subcontractor of Seller or any agent or distributor of Seller), to the extent attributable to an event occurring or a state of facts existing prior to the Closing other than as set forth on Schedule 4.144.15; it being understood and agreed that Seller shall remain liable for, neither the Company nor and indemnify and hold harmless Buyer and Probex against, any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand all claims, to the Company's knowledgeliabilities, threatened with respect to the Company damages, losses, costs or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14expenses, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contractnature whatsoever, proprietary information agreement incurred by Seller, or any other agreement resulting from or relating to the right any Employees (whether hourly or salaried) of any such individual to be employed bySeller, or to contract withincluding, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesbut not limited to, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as those set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees4.15.

Employees. Except as set forth on Schedule 4.14, neither To the knowledge of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of and its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries the continued employment by the Company or any and each of its Subsidiaries of its their present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither violation except for such violations which, individually or in the Company nor any aggregate, would not reasonably be expected to materially and adversely affect the assets, properties, financial condition, operating results or business of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesSubsidiaries (as such business is presently conducted and as it is proposed to be conducted). Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in Section 2.29 of the Company or any Schedule of its SubsidiariesExceptions, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officer, officer or key employee or group of employees intends to terminate his, his or her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, officer or key employee or group of employeesemployee.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract with any executive officer, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or retirement agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, ’ employees is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the The Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesCompany, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its SubsidiariesCompany. Except as set forth on Schedule 4.14, None of the Company nor its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesCompany, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries (that is not an Inactive Subsidiary) has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its such Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its such Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its such Subsidiaries, nor any consultant with whom the Company or any of its such Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its such Subsidiaries because of the nature of the business to be conducted by the Company or any of its such Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its and such Subsidiaries of its their present employees, and the performance of the Company's ’s and its such Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its such Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its such Subsidiaries. Neither the Company nor any of its such Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its such Subsidiaries, no employee of the Company or any of its such Subsidiaries has been granted the right to continued employment by the Company or any of its such Subsidiaries or to any material compensation following termination of employment with the Company or any of its such Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its such Subsidiaries, nor does the Company or any of its such Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the Company nor any best of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information nondisclosure agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, or to contract with, employee with the Company or any of its Subsidiaries other party because of the nature of the business conducted or proposed to be conducted by the Company. Each former and current employee, officer and consultant of the Company, all of whom are listed on the Schedule of Exceptions, has executed a Proprietary Information and Inventions Agreement in substantially the form attached hereto as Exhibit I, and the Company or is not aware that any of its Subsidiaries; current or former employees, officers or consultants is in violation thereof. The Purchasers have been provided with copies of forms of all material invention assignment and to confidentiality agreements or employment or consulting agreements which contain similar terms used by the Company's knowledge the continued employment by . No current or former employee, officer or consultant of the Company has excluded works or any inventions made prior to his or her employment with the Company from his or her assignment of its Subsidiaries of its present employees, and the performance inventions pursuant to such employee’s execution of the Company's Proprietary Information and its Subsidiaries' contracts with its independent contractors, will Inventions Agreement. The Company is not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s business as proposed to be conducted. Neither the execution or delivery of this Agreement, nor the carrying-on of the Company’s business by the employees and directors of the Company, nor the conduct of the Company’s business as proposed, will, to the best of the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its Subsidiariesemployees (or people it currently intends to hire) made prior to their employment by the Company. Neither The Company is not aware that any officer or key employee, or that any group of employees, intends to terminate their employment with the Company, nor does the Company nor have a present intention to terminate the employment of any of its Subsidiaries the foregoing. The employment of each officer and employee of the Company is terminable at the will of the Company. The Company has received any notice alleging that any such violation has occurredcomplied in all material respects with all applicable laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collec­tive bargaining and the payment of Social Security and other taxes. Except for employees who have a current effective employment agreement with as set forth on the Company or any Schedule of its SubsidiariesExceptions, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company Company. The Company’s employees have not been subject to or any involved in or, to the best of its Subsidiariesthe Company’s knowledge, threatened with union elections, petitions therefor or other organizational activities. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees10.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth To the Knowledge of any of the Seller and the directors and officers (and employees with responsibility for employment matters) of Master Products and its Subsidiaries, no executive, key employee, or group of employees has any plans to terminate employment with any of Master Products and its Subsidiaries. None of Master Products and its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. None of Master Products and its Subsidiaries has committed any unfair labor practice. None of the Seller and the directors and officers (and employees with responsibility for employment matters) of Master Products and its Subsidiaries has any Knowledge of any organizational effort presently being made or threatened against any of Master Products and its Subsidiaries by or on Schedule 4.14behalf of any labor union with respect to employees of any of Master Products and its Subsidiaries. There are no employment agreements, neither the Company nor oral or written, which are binding upon Master Products or any of its Subsidiaries has and there are no unpaid employee claims of any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company kind or nature against Master Products or any of its Subsidiaries. Except as disclosed Subsidiaries (except for rights of employees to receive accrued salary, wages, commissions or other compensation due to such employees for services previously rendered or reasonable business expenses incurred in the Exchange Act Filings or on Schedule 4.14Ordinary Course of Business). Without limiting the generality of the foregoing, neither the Company Master Products nor any of its Subsidiaries is a party to or otherwise bound by any currently effective employment contractagreement, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement understanding or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company undertaking which would (i) preclude Master Products or any of its Subsidiaries has contracted, is in violation from terminating the employment of any term of person on thirty (30) days or less notice (without any employment contractpremium, proprietary information agreement penalty, severance payment or any other agreement relating to the right of any such individual to be employed byadditional compensation or remuneration), or to contract with, the Company (ii) require Master Products or any of its Subsidiaries because of to pay any benefits, compensation, remuneration, salary, fee, bonus, severance or other payment to any employee following the nature of Closing, except for such amounts which Master Products (under the business Buyer's ownership) agrees to be conducted pay those employees who are retained by Master Products (under the Company Buyer's ownership) following the Closing. The foregoing representation is not meant to cover any obligations that Master Products may have under applicable law to pay compensation or any of its Subsidiaries; and benefits to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither employees following the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesClosing.

Employees. Except as set forth on Schedule 4.145.16, neither the Company Companies and Subsidiaries do not have any written or oral contract with any individual currently engaged, or previously engaged, in the business of the Companies or Subsidiaries as an employee, independent contractor or otherwise. Schedule 5.16 sets forth a true, correct and complete list, as of the date(s) set forth therein, of the names, position and initial employment date of all current employees of the Companies and Subsidiaries. No changes in such base pay for such employees have been promised or authorized by the Companies or Subsidiaries, except in the Ordinary Course of Business or except as described in Schedule 5.16. Except as set forth in Schedule 5.16, there are no loans or other obligations payable or owing by the Companies or Subsidiaries to any officer, director or employee of the Companies or Subsidiaries, except salaries, wages, vacation pay, bonuses and salary advances and reimbursement of expenses incurred and accrued in the Ordinary Course of Business, nor are any loans or debts payable or owing by any such individuals to the Companies or Subsidiaries, nor have the Companies nor the Subsidiaries guaranteed any of its such individuals’ respective loans or material obligations. The Companies and Subsidiaries has are not (a) delinquent in the payment to any collective bargaining agreements of their employees or independent contractors any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or consultants or any Taxes or any penalty for failure to comply with any of its employees. There is no labor union organizing activity pending orthe foregoing or (b) liable for any payment to any trust or other fund or to any Governmental Authority, to the Company's knowledge, threatened with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Company Ordinary Course of Business and consistent with past practices). Shareholders are not aware and the Companies and Subsidiaries have not received notice that any employee or any independent contractor of its the Companies or Subsidiaries intends to terminate his or her employment relationship or engagement with the Companies or Subsidiaries. Except as disclosed in Shareholders are not aware and the Exchange Act Filings Companies and Subsidiaries have not received notice that any employee, director or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee officer of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Companies and Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or administrative order of any court or administrative agency, that would conflict or interfere with their (a) the performance of the Person’s duties to as an employee, director or officer of the Company Companies or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee or (b) the business of the Company Companies or any Subsidiaries as conducted or proposed to be conducted. Between the Effective Date and the Closing Date, no more than twenty percent (20%) of its Subsidiaries has been granted the right to continued employment total employees engaged by the Company Companies or Subsidiaries shall have resigned, been terminated for any reason, or had their working hours materially reduced except in the Ordinary Course of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesBusiness.

Employees. Except as set forth on Schedule 4.146.16 or except, neither in the case of USELL, as disclosed in the Exchange Act Filings, no Company nor any of its their Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the any Company's knowledge’s Knowledge, threatened with respect to the any Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Documents filed prior to the date of this Agreement, neither the no Company nor any of its their Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's knowledge’s Knowledge, no employee of the any Company or any of its Subsidiaries, nor any consultant with whom the any Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the any Company or any of its Subsidiaries because of the nature of the business to be conducted by the any Company or any of its Subsidiaries; and to the each Company's knowledge ’s Knowledge the continued employment by the each Company or any of and its Subsidiaries of its their present employees, and the performance of the each Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its their Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the such Company or any of its Subsidiaries. Neither the No Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the any Company or any of its Subsidiaries, no employee of the any Company or any of its Subsidiaries has been granted the right to continued employment by the any Company or any of its Subsidiaries or to any material compensation following termination of employment with the any Company or any of its Subsidiaries. Except as set forth on Schedule 4.146.16, the no Company is not aware has any Knowledge that any officer, key employee or group of employees intends to terminate his, her or their employment with the such Company or any of its Subsidiaries, nor does the any Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its their respective employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s and each of its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in the Company or any of its SubsidiariesSEC Reports, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, Neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act NY481079.3 20389110047 04/11/2006 :ap 10 Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement agreements with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed on Schedule 4.14 or except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeExcept as set forth on Schedule 4.14, no employee of the Company or any of its Subsidiaries, nor any each employment contract and consultant with whom contract to which the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, a party is valid and binding on the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; , as the case may be, and , to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesknowledge, each other party thereto and the performance of the Company's is in full force and its Subsidiaries' contracts with its independent contractors, will not result in any such violationeffect. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as set forth on Schedule 4.14 or except as disclosed in the Exchange Act Filings, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth disclosed on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or2.13, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeCorporation’s Knowledge, no employee of the Company or any of its Subsidiariesofficer of, nor any consultant with whom to, the Company Corporation or any of its Subsidiaries has contracted, Corporation Subsidiary is in violation of any term of any employment or consulting contract, proprietary information patent disclosure agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, employee or to contract with, consultant with the Company Corporation or any of its Subsidiaries Corporation Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company Corporation or any Corporation Subsidiary. Each employee and officer of the Corporation and each Corporation Subsidiary has executed the Corporation’s standard employee proprietary information and invention assignment agreement and each current and former consultant to the Corporation or any Corporation Subsidiary has executed a written agreement with the Corporation or such Corporation Subsidiary containing invention assignment and confidentiality provisions in the Corporation’s customary form. To the Corporation’s Knowledge, none of its Subsidiaries; or any Corporation Subsidiary’s employees, officers or consultants are in violation of such agreements, and no current or former officer, employee or consultant has excluded works or inventions made prior to his or her relationship with the Corporation or any Corporation Subsidiary that are relevant to the Company's knowledge business of the continued employment by the Company Corporation or any Corporation Subsidiary as conducted or as proposed to be conducted. To the Corporation’s Knowledge, none of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in or any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its Corporation Subsidiary’s employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company interests of the Corporation and the Corporation Subsidiaries or that would conflict with the Corporation’s or the Corporation Subsidiaries’ business as conducted or as proposed to be conducted. Except as disclosed in Schedule 2.13, the Corporation does not believe it is or will be necessary to utilize any inventions of any of its Subsidiaries. Neither or any Corporation Subsidiary’s employees (or prospective employees) or consultants made prior to their employment by the Company nor Corporation or any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have Corporation Subsidiary or prior to entering into a current effective employment consulting agreement with the Company Corporation or any Corporation Subsidiary, as applicable. The employment of its Subsidiaries, no each officer and employee of the Company Corporation and any Corporation Subsidiary is terminable at the will of the Corporation or the applicable Corporation Subsidiary without liability for any of its Subsidiaries has been granted severance payments upon termination. To the right to continued employment by the Company Corporation’s Knowledge there is no impending resignation or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesemployees of the Corporation or any Corporation Subsidiary. The Corporation and each Corporation Subsidiary have complied in all material respects with all laws relating to the employment of labor (including provisions relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes, and the Employee Retirement Income Security Act of 1974 (“ERISA”)), and the Corporation is not aware that it or any Corporation Subsidiary has any labor relations problems (including any union organizational activities, threatened or actual strikes or work stoppages or grievances). Neither the Corporation nor any of the Corporation Subsidiaries is a party to or bound by any collective bargaining agreement or any other Contract with any labor union. None of the Corporation, any of the Corporation Subsidiaries or, to the Knowledge of the Corporation, any of its or their employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements, affecting or in conflict with the present business activities of the Corporation or any Corporation Subsidiary or the proposed business activities of the Corporation or any Corporation Subsidiary.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower has any no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the CompanyBorrower's knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the CompanyBorrower's knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries Borrower because of the nature of the business to be conducted by the Company or any of its SubsidiariesBorrower; and to the CompanyBorrower's knowledge the continued employment by the Company or any of its Subsidiaries Borrower of its present employees, and the performance of the CompanyBorrower's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries The Borrower is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrower. Neither the Company nor any of its Subsidiaries The Borrower has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesBorrower, no employee of the Company or any of its Subsidiaries Borrower has been granted the right to continued employment by the Company or any of its Subsidiaries Borrower or to any material compensation following termination of employment with the Company or any of its SubsidiariesBorrower. Except as set forth on Schedule 4.14, the Company Borrower is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set (a) Set forth on Schedule 4.14, neither 2.14 of the Company nor any Disclosure Schedules is: (i) the name, title, date of its Subsidiaries has any collective bargaining agreements with any hire, job description, salary and total annual compensation of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no each current employee of the Company or any Subsidiary, including, without limitation, any employee not actively at work due to leave of its Subsidiariesabsence, nor any consultant disability leave, military leave or layoff with whom the Company or any of its Subsidiaries has contractedrecall rights (hereinafter referred to as, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract withcollectively, the “Company Employees”); and (ii) all sales agents, sales representatives, dealers and distributors, including any former sales agents, their successors and assigns, currently entitled to receive any outstanding commissions, independent contractors, consultants and staffing agency workers (hereinafter referred to as the “Company Agents”), retained or any of its Subsidiaries because of the nature of the business to be conducted utilized by the Company or any Subsidiary and the basis on which each is compensated, together with a list of its Subsidiaries; all agreements (written and to the Company's knowledge the continued employment by oral) between the Company or any of its Subsidiaries of its present employees, Subsidiary and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the all Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties Agents to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have extent not a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its SubsidiariesMaterial Contract. Except as set forth on Schedule 4.14, 2.14 of the Company is not aware that any officerDisclosure Schedules or as executed pursuant to Section 5.9 hereof, key employee or group of employees intends to terminate his, her or their employment with there are no agreements between the Company or any Subsidiary and any Company Employees or any former Company or Subsidiary employee with regard to compensation or severance, including any agreement with regard to salary, wages, bonus, commission, change-of-control, pension, option, retirement or profit-sharing, whether individually or collectively. Neither the Company nor any Subsidiary has granted exclusive rights to any Company Agent and, except as set forth on Schedule 2.14 of its Subsidiariesthe Company Disclosure Schedules, nor does there are no agreements between the Company and any Company Agent not terminable by the Company or any Subsidiary on less than thirty (30) days’ notice without penalty. Neither the Company nor any Subsidiary is a party to any union or other collective bargaining agreement and, to the knowledge of its Subsidiaries have a present intention the Company, no attempt by any labor union, collective bargaining entity or any current or former Company Employee has been made or threatened during the last three years or to terminate organize any of the employment Company Employees or, to the Company’s knowledge, Company Agents. There is no strike, lockout, slow down or work stoppage pending or, to the knowledge of the Company, threatened against the Company or any officer, key employee or group of employeesSubsidiary.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except as set forth on Schedule 12(n), except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the no Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the any Company's ’s knowledge, threatened with respect to the any Company or any of its Subsidiaries. Except as disclosed disclosed, in the case of TNEC, in the Exchange Act Filings or or, in the case of each Company on Schedule 4.14, neither the no Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's ’s knowledge, no employee of the any Company or any of its Subsidiaries, nor any consultant with whom the any Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the any Company or any of its Subsidiaries because of the nature of the business to be conducted by the any Company or any of its Subsidiaries; and to the each Company's ’s knowledge the continued employment by the each Company or any of and its Subsidiaries of its their present employees, and the performance of the each Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the such Company or any of its Subsidiaries. Neither the No Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the any Company or any of its Subsidiaries, no employee of the any Company or any of its Subsidiaries has been granted the right to continued employment by the any Company or any of its Subsidiaries or to any material compensation following termination of employment with the any Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the no Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the any Company or any of its Subsidiaries, nor does the any Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. To the knowledge of the GMH Companies, no officer of either of the GMH Companies is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such officer with the GMH Companies or any other party because of the nature of the business conducted or to be conducted by the GMH Companies or the performance by the officer of his responsibilities to the GMH Companies. Except as set forth on Schedule 4.14in Section 3.18 of the Disclosure Schedule, neither of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries GMH Companies is a party to or bound by any currently effective employment contract, deferred compensation arrangementagreement, bonus plan, incentive plan, profit sharing plan, retirement agreement agreement, or other employee compensation plan or agreement. To the Company's knowledgeknowledge of the GMH Companies, no employee of the Company officer or key employee, or any group of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present key employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her his or their employment with the Company or any of its SubsidiariesGMH Companies, nor does either of the Company or any of its Subsidiaries GMH Companies have a present intention to terminate the employment of any officerof the foregoing. Subject to the terms of the employment agreements with each of Xxx Xxxxx, key employee or group Xxxx Xxxxx and Xxxx Xxxxx and to general principles related to wrongful termination of employees, the employment of each officer and employee of the GMH Companies is terminable at the will of the GMH Companies. No Contract exists between the employees of the GMH Companies (or a union representing any of such employees) and the GMH Companies and, to the knowledge of the GMH Companies, no union has attempted to organize or represent the labor force of the GMH Companies in the 24 months immediately prior to the date hereof. During such 24-month period there have been no lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to the labor force of either of the GMH Companies. Except as set forth in Section 3.18 of the Disclosure Schedule, no person (including, but not limited to, any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority) has any pending claim, suit, action, proceeding or investigation against either of the GMH Companies arising out of any statute, law, ordinance, code, rule or regulation relating to discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, The Fair Labor Standards Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act of 1967, as amended, or the Americans with Disabilities Act of 1990) which, in each case, if upheld, would have a Material Adverse Effect.

Employees. Except as set forth on Schedule 4.14in Section 4.9(a) of the Disclosure Letter, neither there are no, and in the Company nor past two (2) years there have been no, pending, or to the Company’s Knowledge, threatened controversies, grievances, charges, lawsuits or claims by any employee or former employee of any of its Subsidiaries has the Acquired Companies with respect to his or her employment, termination of employment or any employee benefits. Except as set forth in Section 4.9(b) of the Disclosure Letter, none of the Acquired Companies is a party to any collective bargaining agreements agreement or presently negotiating any collective bargaining agreement nor is there pending or underway any union organizational activities or proceedings with respect to employees of any of its employeesthe Acquired Companies, and, to the Company’s Knowledge, there have not been any union organizational activities or proceedings within the past three (3) years. There Except as set forth in Section 4.9(c) of the Disclosure Letter, there is no labor union organizing activity strike, slowdown, lockout or stoppage pending or, to the Company's knowledge’s Knowledge, threatened with respect to the Company or against any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its SubsidiariesAcquired Companies, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of there been any such individual to be employed by, or to contract with, action within the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract past three (including licenses, covenants or commitments of any nature3) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesyears. Except as set forth on Schedule 4.14in Section 4.9(d) of the Disclosure Letter, the Company is Acquired Companies are in material compliance with all applicable Laws relating to employment, employment practices, employment eligibility, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including but not aware that limited to any officerobligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, key employee or group the proper classification of employees intends as exempt or non-exempt from overtime pay requirements, the provision of required meal and rest breaks, and the proper classification of individuals as contractors or employees and are not liable for any arrears of wages, taxes or penalties for failure to terminate his, her or their employment comply with the Company or any of its Subsidiariesthe foregoing. None of the Acquired Companies is a party to, nor does or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, and there are no investigations, audits or similar proceedings against the any Acquired Company alleging breach or any of its Subsidiaries have a present intention to terminate the employment violation of any officer, key employee labor or group of employeesemployment law.

Employees. (a) Except as set forth disclosed on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or4.16(a), to the Knowledge of the Seller, no executive employee and no group of employees or independent contractors of the Company has any plans to terminate, or materially alter the nature of, his or her employment or relationship as an independent contractor with the Company's knowledge, threatened . The Company has complied in all material respects with respect all applicable Laws relating to the employment of personnel and labor, including provisions thereof relating to wages, hours, vacation, overtime, notice, pay in lieu of notice, termination and severance pay, obligation, human rights, occupational health and safety, equal opportunity, collective bargaining and the payment of social security and other Taxes, the WARN Act, and the Immigration Reform and Control Act of 1986. The Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is not a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementand the Company is not experiencing and has not experienced any strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement unfair labor practices claims or other material employee compensation plan or agreementlabor disputes. The Company has not engaged in any unfair labor practice. The Seller does not have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company and for the past five (5) years, to the Knowledge of the Seller, there have been no organizational or decertification efforts by or on behalf of any labor union with respect to employees of the Company. To the Company's knowledgeKnowledge of the Seller, no employee of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar Contract relating to, affecting or in conflict with the present or proposed business activities of the Company. Except as would not result in material Liability, (i) the Company has paid or made adequate provision to pay all wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance and other compensation and all other amounts due and payable to each of its employees or former employees through and including the date hereof and (ii), each individual who has provided services to the Company, Seller, or any of its Subsidiaries, nor any Affiliates within the past three (3) years and who was classified and treated as an independent contractor or consultant with whom was properly classified and treated as such for purposes of applicable Law. In the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract withpast five (5) years, the Company or has not implemented any of its Subsidiaries because of employee layoffs that have required notice under the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesWARN Act.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.149(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s or any Eligible Subsidiary’s knowledge, threatened with respect to the Company or any of its Subsidiariessuch Subsidiary. Except as disclosed in the Exchange Act Filings or on Schedule 4.149(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s and each Eligible Subsidiary’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s and each Eligible Subsidiary’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's ’s and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.149(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other material agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such material violation. Neither the Company nor any of its Subsidiaries is aware that any of its officers or key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred. Except for employees officers who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, officer or key employee or group of employees intends to terminate his, his or her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its the Applicable Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on the "Employees Schedule" --------- ------------------ attached hereto, to the knowledge of the Seller, no key executive employee and no group of key internal employees or independent contractors of any of the Acquired Companies has any plans to terminate his, her or its employment or relationship as an independent contractor with any of the Acquired Companies other than in the Ordinary Course of Business. Except as set forth on the Employees Schedule 4.14and the Litigation Schedule, the Seller with respect to ------------------ ------------------- employees of the Acquired Business and each of the Acquired Companies has materially complied and remain in material compliance with all applicable laws relating to the employment of personnel and labor, health and safety, and wages and hours. Except as set forth on the Litigation Schedule, neither the Company Seller ------------------- nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Acquired Companies is a party to or bound by any currently effective employment contractcollective bargaining agreement concerning the Acquired Business, deferred compensation arrangementnor has such party experienced any material strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement unfair labor practices claims or other material employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiarieslabor disputes. Except as set forth on Schedule 4.14the Litigation ---------- Schedule, to the knowledge of the Seller, neither the Seller (with respect to -------- employees of the Acquired Business) nor any of the Acquired Companies has engaged in any unfair labor practice. Except as set forth on the Litigation Schedule, the Company is not aware that Seller has no knowledge of any officer, key employee organizational effort presently being made or group which has been threatened in writing by or on behalf of any labor union with respect to any employees intends to terminate his, her or their employment with of the Company Seller or any of its Subsidiariesthe Acquired Companies. Except as set forth on the Litigation Schedule, neither the Seller ------------------- nor does any of the Company Acquired Companies has received notice of any charge or complaint threatened or pending before the Equal Employment Opportunity Commission, or any other governmental agency, court or other tribunal regarding an unlawful employment practice. Except as set forth on the Employees Schedule, neither the ------------------ Seller nor any of its Subsidiaries the Acquired Companies has implemented any plant closing or mass layoff of employees as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN"), or any similar state or local law or regulation, and no ---- layoffs that could implicate such laws or regulations will have a present intention been implemented before Closing without advance notification to terminate the employment of any officer, key employee or group of employeesPurchaser.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or consulting agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any None of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementnor has any of them experienced any strike or material grievance, bonus planclaim of unfair labor practices, incentive plan, profit sharing plan, retirement agreement or other employee collective bargaining dispute within the past three years. None of the Company or any of the Company Subsidiaries currently has, nor to the knowledge of the Company is there now threatened, a strike, a picket, work stoppage, work slowdown or other organized labor dispute. None of the Company or any of the Company Subsidiaries has committed any material unfair labor practice. The Company does not have any knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of any of the Company and the Company Subsidiaries. Except as provided in Section 3.11 of the Disclosure Letter, none of the Company or any of the Company Subsidiaries has as of the date hereof incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act, as it may have been amended from time to time, or any similar state law. Section 3.11 of the Disclosure Letter contains a true and complete list of (i) the positions of all individuals who serve as employees of or consultants to the Company or any Company Subsidiary as of the date hereof, (ii) in the case of such employees, the position and base compensation plan or agreementpayable for each such position, and (iii) in the case of each such consultant, the consulting rate payable to such individual. To the Company's knowledge, no employee of or consultant to the Company has been injured in the workplace or any in the course of its Subsidiaries, nor any consultant with whom his or her employment or consultancy except for injuries which are covered by insurance or for which a claim has been made under workers' compensation or similar laws. Section 3.11 sets forth a list of all employees of the Company whose employment has been terminated, whether voluntarily or any of its Subsidiaries has contractedinvoluntarily, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating within the three months prior to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesClosing Date, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any total severance paid or payable to each such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesemployee.

Employees. Except as set forth on Schedule 4.142.15, neither the Company Debtor nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor labour union organizing activity pending or, to the Company's Debtor’s or any Eligible Subsidiary’s knowledge, threatened with respect to the Company Debtor or any of its Subsidiariessuch Subsidiary. Except as disclosed in the Exchange Act Filings or on Schedule 4.142.15, neither the Company Debtor nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Debtor’s knowledge, no employee of the Company Debtor or any of its Subsidiaries, nor any consultant with whom the Company Debtor or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Debtor or any of its Subsidiaries because of the nature of the business to be conducted by the Company Debtor or any of its Subsidiaries; and to the Company's Debtor’s knowledge the continued employment by the Company or any of Debtor and its Subsidiaries of its their respective present employees, and the performance of the Company's Debtor’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Debtor nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company Debtor or any of its Subsidiaries. Neither the Company Debtor nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Debtor or any of its Subsidiaries, no employee of the Company Debtor or any of its Subsidiaries has been granted the right to continued employment by the Company Debtor or any of its Subsidiaries or to any material compensation following termination of employment with the Company Debtor or any of its Subsidiaries. Except as set forth on Schedule 4.142.15, neither the Company Debtor nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Debtor or any of its Subsidiaries, nor does the Company Debtor or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or except, in the case of CHIP, as disclosed in the Exchange Act Filings, neither the Company nor any of its their Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the either Company's knowledge’s Knowledge, threatened with respect to the either Company or any of its Subsidiaries. Except as disclosed on Schedule 4.14 or except, in the case of CHIP, as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its their Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeExcept as set forth on Schedule 4.14, no employee of the Company or any of its Subsidiaries, nor any each employment contract and consultant with whom the contract to which either Company or any of its Subsidiaries has contractedis a party is valid and binding on such Company or its Subsidiaries, as the case may be, and , to such Company’s Knowledge, each other party thereto and is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; full force and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violationeffect. Neither the Company nor any of its their Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties to the such Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the either Company or any of its SubsidiariesSubsidiaries or as set forth on Schedule 4.14 or, with respect to CHIP, as disclosed in any Exchange Act Filing, no employee of the either Company or any of its Subsidiaries has been granted the right to continued employment by the either Company or any of its Subsidiaries or to any material compensation following termination of employment with the either Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the or, with respect to CHIP, as disclosed in any Exchange Act Filing, no Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the such Company or any of its Subsidiaries, nor does the either Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, : (a) neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There ; (c) there is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, ; (c) neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To ; (d) to the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and (e) to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will does not result in any such violation. Neither ; (f) neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither ; (g) neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except ; and (h) except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees...

Employees. Except as set forth on Schedule 4.145.16, neither the Company Companies and Subsidiaries do not have any written or oral contract with any individual currently engaged, or previously engaged, in the business of the Companies or Subsidiaries as an employee, independent contractor or otherwise. Schedule 5.16 sets forth a true, correct and complete list, as of the date(s) set forth therein, of the names, position and initial employment date of all current employees of the Companies and Subsidiaries. No changes in such base pay for such employees have been promised or authorized by the Companies or Subsidiaries, except in the Ordinary Course of Business or except as described in Schedule 5.16. Except as set forth in Schedule 5.16, there are no loans or other obligations payable or owing by the Companies or Subsidiaries to any officer, director or employee of the Companies or Subsidiaries, except salaries, wages, vacation pay, bonuses and salary advances and reimbursement of expenses incurred and accrued in the Ordinary Course of Business, nor are any loans or debts payable or owing by any such individuals to the Companies or Subsidiaries, nor have the Companies nor the Subsidiaries guaranteed any of its such individuals’ respective loans or material obligations. The Companies and Subsidiaries has are not (a) delinquent in the payment to any collective bargaining agreements of their employees or independent contractors any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or consultants or any Taxes or any penalty for failure to comply with any of its employees. There is no labor union organizing activity pending orthe foregoing or (b) liable for any payment to any trust or other fund or to any Governmental Authority, to the Company's knowledge, threatened with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Company Ordinary Course of Business and consistent with past practices). The Seller is not aware and the Companies and Subsidiaries have not received notice that any employee or any independent contractor of its the Companies or Subsidiaries intends to terminate his or her employment relationship or engagement with the Companies or Subsidiaries. Except as disclosed in The Seller is not aware and the Exchange Act Filings Companies and Subsidiaries have not received notice that any employee, director or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee officer of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Companies and Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or administrative order of any court or administrative agency, that would conflict or interfere with their (a) the performance of the Person’s duties to as an employee, director or officer of the Company Companies or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee or (b) the business of the Company Companies or any Subsidiaries as conducted or proposed to be conducted. Between the Effective Date and the Closing Date, no more than twenty percent (20%) of its Subsidiaries has been granted the right to continued employment total employees engaged by the Company Companies or Subsidiaries shall have resigned, been terminated for any reason, or had their working hours materially reduced except in the Ordinary Course of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesBusiness.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's best knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings No employee has any agreement or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementwritten or oral, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementregarding his employment. To the Company's knowledge, no employee of the Company or any of its SubsidiariesCompany, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, or to contract with, employee with the Company or any of its Subsidiaries other party because of the nature of the business presently conducted or presently proposed to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge knowledge, the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's contracts of the Company and its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no No employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariessuch Subsidiary. Except as set forth on Schedule 4.14, the The Company is not aware that any officerofficer or key employee, key employee or that any group of employees key employees, intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of key employees. Each employee and contractor of the Company or any of its Subsidiaries who has access to confidential or proprietary information has executed an Employee Confidentiality and Invention Agreement. Neither the Company nor any of its Subsidiaries has any Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974. The Company and its Subsidiaries have complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment.

Employees. Except as set forth on Schedule 4.146.16, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge’s Knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Documents filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge’s Knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge ’s Knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their such employees duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.146.16, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) All Contracts in relation to the top five compensated Company Employees (calculated based on 2017 annual base salary plus target cash bonus) and all other material Employment Agreements have been disclosed in the Data Room. To the knowledge of the Company, no such Company Employee has notified the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company or Subsidiary following the Arrangement or as a result of the transactions contemplated by this Agreement. (b) The Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of employment and all Laws respecting employment, including pay equity, employment equity, work classification, immigration, work permits/authorizations, wages, hours of work, overtime, human rights and occupational health and safety. All amounts due or accrued to current or former Company Employees for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits, including under any Employee Plans, and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary. There is no unfair labour practice, human rights, or other employment Law related claim, complaint, grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries. (c) Except as set forth disclosed in Section 29(c) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance). (d) Except as disclosed in Section 29(d) of the Company Disclosure Letter, there are no change of control payments or severance payments or agreements with Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Company or of any of its Subsidiaries. (e) Except as disclosed in Section 29(e) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Arrangement (either alone or upon the occurrence of any additional or subsequent events) will (i) result in any payment becoming due to any current or former Company Employee or director of the Company or any of its Subsidiaries, (ii) increase any benefits under any Plan or (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect of, any benefits under any Employee Plan or Employee Agreement. (f) Except as disclosed in Section 29(f) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Arrangement (either alone or upon the occurrence of any additional or subsequent events) will result in any payment or benefit that will or may be made by the Company or its Subsidiaries that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code. (g) Except as would not, individually or in the aggregate, have a Material Adverse Effect on Schedule 4.14the Company: (i) each independent contractor of the Company and its Subsidiaries has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing the classification of independent contractors; (ii) neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing the classification of Company Employees as exempt from all Laws requiring payment of overtime for hours worked in a day or a week; and (iii) there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result been reassessed in any respect under such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenseslegislation since September 1, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, 2016 and no employee audit of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or is currently being performed pursuant to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesapplicable workplace safety and insurance legislation.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the any Company's knowledge, threatened with respect to the any Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's knowledge, no employee of the any Company or any of its Subsidiaries, nor any consultant with whom the any Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the any Company or any of its Subsidiaries because of the nature of the business to be conducted by the any Company or any of its Subsidiaries; and to the each Company's knowledge the continued employment by the each Company or any of and its Subsidiaries of its their present employees, and the performance of the each Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the such Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the any Company or any of its Subsidiaries, no employee of the any Company or any of its Subsidiaries has been granted the right to continued employment by the any Company or any of its Subsidiaries or to any material compensation following termination of employment with the any Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the no Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the any Company or any of its Subsidiaries, nor does the any Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) The Company has not received notice that any key employee or agent or group of employees of the Company or any Subsidiary thereto has any plans to terminate their employment or relationship, as applicable, with the Company. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.16, neither the Company nor any of its Subsidiaries is the subject of, nor, to the Knowledge of the Company, is there threatened, any Action (as defined below) reasonably likely to give rise to a party material liability asserting that the Company or any of its Subsidiaries has committed an unfair labor practice, nor is there pending or, to the Knowledge of the Company, threatened, any organized effort or bound demand for recognition or certification or attempt to organize employees of the Company or any of its Subsidiaries by any currently effective employment contractlabor organization. There is no pending or, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To to the Knowledge of the Company's knowledge, no employee threatened organized labor strike, walk-out, work stoppage, or lockout with respect to employees of the Company or any of its Subsidiaries, nor any consultant and no organized labor strike, walk-out, work stoppage, or lockout with whom respect to employees of the Company or any Subsidiary has occurred within five (5) years preceding the date hereof. Schedule 3.16 also contains a true, complete and correct list setting forth (i) for each employee of the Company and its Subsidiaries, the name, current place of work, date of birth, start of employment with the Company and/or its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to related entity (seniority) and fixed monthly gross salary, (ii) the right names and current compensation rate of any such individual to be all individuals currently employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeeson an hourly, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) piecework or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties non-salaried basis and (iii) the names and total annual compensation for all independent contractors who render services to the Company or any of its Subsidiaries. Neither Subsidiaries and whose current annual compensation is in excess of $10,000; provided that in the Company nor any case of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for each of clause (i) and (ii), information with respect to non-U.S. employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries shall not be set forth on Schedule 3.16 and, in lieu thereof, the Company has been granted delivered to the right Chief Financial Officer of Buyer a true, complete and correct list setting forth the current place of work, year of birth, start of employment with the Company and/or its Subsidiaries and fixed monthly gross salary or current compensation rate with respect to continued employment each such non-U.S. employee. Schedule 3.16 also includes a true, correct and complete list of all collective arrangements, whether in the form of general commitments, standard terms of employment, works agreement, collective bargaining agreement or in any other legal form under Applicable Law. No collective bargaining arrangement other than those included in Schedule 3.16 are in effect or are currently being negotiated by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the any Company or any of its Domestic Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's ’s knowledge, no employee none of the Company its or any of its Domestic Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Domestic Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Domestic Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Domestic Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its Domestic Subsidiaries is aware that any of its or any of its Domestic Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Domestic Subsidiaries. Neither the No Company nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the a Company or any of its Domestic Subsidiaries, no employee none of the Company its or any of its Subsidiaries Domestic Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the no Company nor any of its Domestic Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Domestic Subsidiaries, as applicable, nor does the Company it or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14C(u) of the Correvio Disclosure Letter contains a complete and accurate list of the names of all: (i) individuals who are full-time, neither the Company nor any part-time or casual employees of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company Correvio or any of its Subsidiaries. Except as disclosed subsidiaries (in the Exchange Act Filings this subsection (u), “employees”); and (ii) other Persons who are receiving remuneration for ordinary course work or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party services provided to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company Correvio or any of its Subsidiariessubsidiaries (in this subsection (u), nor any consultant with whom “consultants”), specifying the Company length of service, title, location of employment, compensation and benefits for each such employee or any of its Subsidiaries has contractedconsultant, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesas applicable, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries terms upon which each consultant is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesengaged. Except as set forth on Schedule 4.14C(u) of the Correvio Disclosure Letter, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or neither Correvio nor any of its Subsidiariessubsidiaries is a party to any contract, agreement or other commitment, whether oral or written, with any employee or consultant. Except as set out in Schedule C(u) of the Correvio Disclosure Letter, neither Correvio nor does the Company or any of its Subsidiaries subsidiaries have a present intention an obligation to terminate the employment provide notice of termination or to make any severance or termination payment to any employee in excess of any officeramount payable under applicable Law. Neither Correvio nor any of its subsidiaries have paid or will be required to pay any bonus, key fee, distribution, remuneration or other compensation to any Person except as set out in Schedule C(u) and Schedule C(v) of the Correvio Disclosure Letter, as a result of the transactions contemplated by this Agreement and the Plan of Arrangement or otherwise. The Correvio Group is in compliance with all applicable Law respecting employment and labour, including without limitation those relating to employment practices and standards, terms and conditions of employment, wages and hours, occupational health and safety, accessibility, human rights, labour relations, employee privacy and workers’ compensation. Neither Correvio nor its subsidiaries have engaged in any unfair labour practice nor are they aware of any pending or group threatened complaint regarding any alleged unfair labour practice. The Correvio Group has not experienced any strike, labour dispute, material grievance, work slow-down or stoppage pending or threatened nor has there been any strike, labour dispute, work slow-down, material grievance or stoppage with respect to the Correvio Group in the last three (3) years from the date hereof. All overtime payments owed to any employee of employeesany of Correvio or a subsidiary have been accounted for, and are reflected in, the Correvio Financial Statements.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its key employees. There is no labor labour union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ key employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present key employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for key employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ key employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements agreement with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledgeknowledge of the Company or any of its Subsidiaries, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings Section 2.14 of Schedule I, no employee has any agreement or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementwritten or verbal, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementregarding his employment. To the Company's knowledgeknowledge of the Company and each of its Subsidiaries, no employee of the Company or any and each of its Subsidiaries, nor any consultant with whom the Company or any and each of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information patent disclosure agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries, the continued employment by the Company or any of and its Subsidiaries of its present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any as set forth in Section 2.14 of its SubsidiariesSchedule I, each employee is employed on an "at will" basis and has no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officerofficer or key employee, key employee or that any group of employees key employees, intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or nor any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of key employees. Neither the Company nor any of its Subsidiaries has ever maintained, sponsored or contributed to, or been obligated to contribute to, any employee pension benefit plan as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended.

Employees. Except as set forth on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There Except as disclosed in the Exchange Act Filings, there is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company To its knowledge, neither it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(q), the Company neither it nor any of its Subsidiaries is not aware that any executive officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any executive officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity not pending or, to the Company's knowledgeknowledge of Sellers, threatened any labor dispute, strike or work stoppage against the Sellers which may interfere with respect the continued operation of the Business. Neither the Sellers nor any representative or employee of the Sellers has committed any unfair labor practices in connection with the operation of the Business, and there is not pending or threatened any charge or complaint against the Sellers by the National Labor Relations Board or any comparable agency. The Sellers are not, and, to the Company knowledge of the Sellers, will not become, liable for any retroactive workers' compensation insurance premiums or any retroactive unemployment compensation experience ratings or charges in connection with the operation of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Business relating to the Company nor any period of its Subsidiaries is a party time prior to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementthe date of this Agreement. To the Company's knowledgeknowledge of Sellers, no employee of the Company or consultant to any of its Subsidiaries, nor Seller is subject to any consultant with whom the Company secrecy or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information non-competition agreement or any other agreement relating to the right or restriction of any kind that would impede in any way the ability of such individual employee or consultant to be employed by, or to contract with, the Company or any carry out fully all of its Subsidiaries because their activities in furtherance of the nature Business. Except as described in the Disclosure Schedule or the other schedules in this Agreement, no employee employed in the Business has any agreement as to length of notice or severance payment required to terminate his or her employment, including on change of control, other than such as results by law from the business employment of an employee without an agreement as to be conducted by the Company notice or any severance. Sellers have previously provided Buyer with a current list of its Subsidiaries; each employee or consultant to and contractor for Sellers and to the Company's knowledge extent permitted by applicable privacy laws, the continued name, position, title, remuneration, bonus plan, (including any terms requiring salary, bonus or remuneration increases), bonus commissions, benefits, date of employment by the Company or any retention of its Subsidiaries of its present employeeseach such person, status as full-time or part-time, accrued (but unused) vacation pay, and if absent from work, the performance reason for such absence and return to work date, if known, and country of residence. Each present employee, consultant and contractor of, to or for Sellers has, or prior to the Company's Closing will have, executed and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other delivered to Sellers a proprietary information agreement, or subject true and correct copies of which have been delivered to any judgment, decree or order of any court or administrative agency, that would interfere with their duties Buyer prior to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesClosing.

Employees. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed on Schedule 4.14 or except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeExcept as set forth on Schedule 4.14, no employee of the Company or any of its Subsidiaries, nor any each employment contract and consultant with whom contract to which the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, a party is valid and binding on the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; , as the case may be, and , to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees’s knowledge, each other party thereto and the performance of the Company's is in full force and its Subsidiaries' contracts with its independent contractors, will not result in any such violationeffect. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as set forth on Schedule 4.14 or except as disclosed in the Exchange Act Filings, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.15, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.15, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.15, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.. 4.15

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of not its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a are party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its their independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is are aware that any of its their employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has have received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with employment. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not Subsidiaries are aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries Subsidiary have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its the Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the best of the Company's ’s knowledge, threatened with respect to the Company or any of its the Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its the Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the best of the Company's ’s knowledge, no employee of the Company or any of its the Subsidiaries, nor any consultant with whom the Company or any of its the Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its the Subsidiaries because of the nature of the business to be conducted by the Company or any of its the Subsidiaries; and to the best of the Company's ’s knowledge the continued employment by the Company or any of its and the Subsidiaries of its their present employees, and the performance of the Company's ’s and its the Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its the Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its the Subsidiaries. Neither the Company nor any of its the Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its the Subsidiaries, no employee of the Company or any of its the Subsidiaries has been granted the right to continued employment by the Company or any of its the Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its the Subsidiaries, nor does the Company or any of its the Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Eligible Subsidiaries, nor any consultant with whom the Company or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company or any of its Eligible Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Eligible Subsidiaries of its their respective present employees, and the performance of the Company's ’s and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Eligible Subsidiaries. Neither the Company nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Eligible Subsidiaries, no employee of the Company or any of its Eligible Subsidiaries has been granted the right to continued employment by the Company or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Eligible Subsidiaries, nor does the Company or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Neither Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's or any Eligible Subsidiary's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's and each Eligible Subsidiary's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's and each Eligible Subsidiary's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information informant on agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company Parent nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Parent’s knowledge, threatened with respect to the Company Parent or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Parent nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Parent’s knowledge, no employee of the Company Parent or any of its Subsidiaries, nor any consultant with whom the Company Parent or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Parent or any of its Subsidiaries because of the nature of the business to be conducted by the Company Parent or any of its Subsidiaries; and to the Company's Parent’s knowledge the continued employment by the Company or any of Parent and its Subsidiaries of its their present employees, and the performance of the Company's Parent’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Parent nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company Parent or any of its Subsidiaries. Neither the Company Parent nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Parent or any of its Subsidiaries, no employee of the Company Parent or any of its Subsidiaries has been granted the right to continued employment by the Company Parent or any of its Subsidiaries or to any material compensation following termination of employment with the Company Parent or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Parent is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Parent or any of its Subsidiaries, nor does the Company Parent or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s, or Cancable Parent’s knowledge, threatened with respect to the Company Company, Cancable Parent or any of its their respective Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s, and Cancable Parent’s knowledge, no employee of the Company Company, or Cancable Parent or any of its their respective Subsidiaries, nor any consultant with whom the Company Company, Cancable Parent or any of its their respective Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Company, Cancable Parent or any of its their respective Subsidiaries because of the nature of the business to be conducted by the Company Company, Cancable Parent or any of its their respective Subsidiaries; and to the Company's ’s, and Cancable Parent’s knowledge the continued employment by the Company Company, Cancable Parent or any of its their respective Subsidiaries of its present employees, and the performance of the Company's ’s, Cancable Parent’s and its their respective Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company Company, Cancable Parent or any of its their respective Subsidiaries. Neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Company, Cancable Parent or any of its their respective Subsidiaries, no employee of the Company Company, Cancable Parent or any of its their respective Subsidiaries has been granted the right to continued employment by the Company Company, Cancable Parent or any of its their respective Subsidiaries or to any material compensation following termination of employment with the Company Company, Cancable Parent or any of its Subsidiariestheir respective Subsidiaries (other than as required law). Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Company, Cancable Parent or any of its their respective Subsidiaries, nor does the Company Company, Cancable Parent or any of its their respective Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Neither the Company nor any subsidiary has any collective bargaining arrangements or agreements covering any of its employees. Neither the Company nor any subsidiary has any employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company or such subsidiary. No officer, consultant or key employee of the Company or any subsidiary whose termination, either individually or in the aggregate, could have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any subsidiary. Absence of Certain Developments. Except as set forth on Schedule 4.14in the SEC Documents, since March 31, 2006, neither the Company nor any subsidiary has: issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its Subsidiaries has any collective bargaining agreements with any prior fiscal year, as adjusted to reflect the current nature and volume of its employees. There is no labor union organizing activity pending or, to the Company's knowledgeor such subsidiary's business; discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), threatened other than current liabilities paid in the ordinary course of business; declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; made any changes in employee compensation except in the ordinary course of business and consistent with past practices; made capital expenditures or commitments therefor that aggregate in excess of $100,000; entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; made charitable contributions or pledges in excess of $25,000; suffered any material damage, destruction or casualty loss, whether or not covered by insurance; experienced any material problems with labor or management in connection with the terms and conditions of their employment; effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or entered into an agreement, written or otherwise, to take any of its Subsidiariesthe foregoing actions. Except as disclosed in the Exchange Public Utility Holding Company Act Filings or on Schedule 4.14, neither the and Investment Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementAct Status. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officera "holding company" or a "public utility company" as such terms are defined in the Public Utility Holding Company Act of 1935, key employee as amended. The Company is not, and as a result of and immediately upon the Closing will not be, an "investment company" or group a company "controlled" by an "investment company," within the meaning of employees intends to terminate histhe Investment Company Act of 1940, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesas amended.

Employees. Except as set forth on Schedule 4.14The Company is not aware that any officer or key employee, neither or that any group of key employees, intends to terminate their employment with the Company or any Subsidiary, nor does the Company or any Subsidiary have a present intention to terminate the employment of its Subsidiaries has any officer, key employee or group of key employees. None of the employees of the Company or any Subsidiary is represented by any labor union or covered by any collective bargaining agreements with any of its employees. There agreement, and there is no labor union organizing activity pending orstrike, organizational drive or other labor trouble pending, or to the best of the Company's knowledgeknowledge threatened, threatened with respect to the Company or any Subsidiary. To the Company's knowledge, the Company and each of its Subsidiaries has complied with all applicable state and federal equal employment opportunity and other laws related to employment. To the best of the Company's knowledge, no employee or consultant of the Company or any Subsidiary is in violation of any term of any employment contract, patent disclosure agreement, or any other contract or agreement relating to the relationship of any such person with the Company or any Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries. Except as disclosed All employees and consultants of the Company and each of its Subsidiaries involved in the Exchange Act Filings technical development of the Company's or on Schedule 4.14any Subsidiary's software have executed proprietary information agreements, neither copies of which will have been made available to the Purchasers or its counsel prior to the Closing. The Company does not anticipate the necessity to acquire rights to any inventions of any employees, or people it currently intends to hire, made prior to their employment by the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementagreement, bonus plan, incentive plan, profit sharing plan, retirement agreement agreement, or other employee compensation plan or agreement. To , except as set forth on Exhibit C. Subject to applicable law, the Company's knowledge, no employment of each officer and employee of the Company or any and of its Subsidiaries, nor any consultant with whom the Company or any each of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted terminable at will by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.Exhibit C.

Employees. Except as set forth on Schedule 4.14, neither the Company Patients nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to Patients’ or the Company's ’s knowledge, threatened with respect to the Company Patients or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Patients nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To neither Patients’ nor the Company's ’s knowledge, no employee of the Company Patients or any of its Subsidiaries, nor any consultant with whom the Company Patients or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Patients or any of its Subsidiaries because of the nature of the business to be conducted by the Company Patients or any of its Subsidiaries; and to each of Patients’ and the Company's ’s knowledge the continued employment by the Company or any of Patients and its Subsidiaries of its their present employees, and the performance of the Company's Patients’ and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Patients nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company Patients or any of its Subsidiaries. Neither the Company Patients nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Patients or any of its Subsidiaries, no employee of the Company Patients or any of its Subsidiaries has been granted the right to continued employment by the Company Patients or any of its Subsidiaries or to any material compensation following termination of employment with the Company Patients or any of its Subsidiaries. Except as set forth on Schedule 4.14, neither Patients nor the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Patients or any of its Subsidiaries, nor does the Company Patients or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no The Company has not been notified of any labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule SCHEDULE 4.14, the Company is has not aware that been notified of any officer, key employee or group of employees who intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except To the Company’s knowledge, except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeattached Employees Schedule, no executive or key employee of the Company or any of its Subsidiaries, nor any consultant with whom Subsidiaries and no group of employees of the Company or any of its Subsidiaries has contracted, is in violation of any term of any plans to terminate employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurredmaterial labor relations problems. Except for The Company and its Subsidiaries have complied in all material respects with all applicable laws related to the employment of labor and have complied with all applicable laws related to the licensing of employees who have a current effective employment agreement with under its applicable Licenses. None of the Company or any of its Subsidiaries or, to the Company’s knowledge, any of their respective key employees or consultants is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement in conflict with the present or proposed business activities of the Company or its Subsidiaries or such Person’s duties to the Company or one of its Subsidiaries, except for agreements between the Company and its Subsidiaries and their respective present and former employees. Substantially all employees and consultants of the Company and its Subsidiaries have executed and delivered to the Company or its Subsidiaries an agreement providing for (i) the nondisclosure by such Person of any confidential information of the Company or its Subsidiaries, and (ii) the assignment or license by such Person to the Company or its Subsidiaries of certain Intellectual Property Rights (an “Inventions Agreement”). No current employee or consultant of the Company or its Subsidiaries has, pursuant to an agreement described in clause (ii) of the preceding sentence, excluded works or inventions that pertain to the Company’s or its Subsidiaries’ businesses made prior to his or her employment with the Company or its Subsidiaries from any Inventions Agreement between the Company or its Subsidiaries and such Person. Except as set forth on the attached Employees Schedule, to the Company’s knowledge, no executive or key employee of the Company or any of its Subsidiaries has been granted the right to continued employment by receives any salary, bonus, consulting fee or other compensation from any Person other than the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of and its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) Section 2.21 of the Disclosure Schedule contains a list of all current employees of the Company and each Subsidiary and all former employees of the Company who resigned or were terminated in the past 12 months, along with the position, date of commencement of employment and the annual rate of compensation of each such person. Each current employee of the Company or any Subsidiary, and each past employee employed within the past three years and involved in the development of the Customer Deliverables, has entered into an Employee Confidentiality and Non-Competition Agreement with the Company or such Subsidiary, a copy or form of which has previously been delivered to the Buyer. All of the agreements referenced in the two preceding sentences will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.21 of the Disclosure Schedule contains a list of all employees of the Company or any Subsidiary who are not citizens of the United States. Except as set forth otherwise contemplated by the Redundancy Plan, to the knowledge of the Company, no key employee or group of employees has given or been given notice of termination of employment or has any plans to terminate employment with the Company or any Subsidiary. Those persons named as such in Section 2.21 of the Disclosure Schedule are the only officers and directors of the Company and of each Subsidiary. There is not outstanding any contract of service between the Company or any Subsidiary and any of its directors, officers or employees which is not terminable by the Company or the applicable Subsidiary without damages or compensation (other than any compensation payable by statute) on Schedule 4.14notice of 3 months or less given at any time. No amount of compensation due to or in respect of any officer, director or employee or former officer, director or employee of the Company or any Subsidiary is in arrears or unpaid other than salary for the current month of employment. On Closing, neither the Company nor any of its Subsidiaries has Subsidiary will have any collective bargaining agreements with obligation to employ or have seconded to it any of its employees. There is no labor union organizing activity pending or, to person other than the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company been disclosed pursuant this Section 2.21. No proposal, assurance or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries binding commitment has been granted the right communicated to continued employment or by the Company or any of its Subsidiaries or employee regarding any change to any material compensation following termination his terms and conditions of employment with (or terms of appointment or engagement in the Company case of officers and consultants) or working conditions or regarding the continuance or his employment. No employee is or has been absent from work for any reason for an aggregate period of its Subsidiaries. Except as set forth 30 working days or more within a period of 12 months ending on Schedule 4.14, the Company is not aware that any officer, key employee or group date of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesthis agreement.

Employees. Except as set forth on Schedule 4.14the Supplemental Schedule, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on the Supplemental Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on the Supplemental Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement agreements with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.