EMPLOYMENT AGREEMENTS; LABOR RELATIONS. Each of MEDY and CADI is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. There is no unlawful employment practice discrimination charge pending before the EEOC or EEOC recognized state "referral agency." Except as would not have a MEDY Material Adverse Effect, there is no unfair labor practice charge or complaint against MEDY or CADI pending before the National Labor Review Board. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of MEDY, threatened against or involving or affecting MEDY or CADI and no National Labor Review Board representation question exists respecting their respective employees. Except as would not have a MEDY Material Adverse Effect, no grievances or arbitration proceeding is pending and no written claim therefor exists. There is no collective bargaining agreement that is binding on MEDY or CADI.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Schedule 3.19 sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which Opticon is a party and which are not disclosed in the Opticon Information, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) Opticon is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice.
(c) No work stoppage involving Opticon is pending or, to Opticon's knowledge, threatened. Opticon is not involved in, affected by or, to Opticon's knowledge, threatened with, any labor dispute, arbitration, lawsuit or administrative proceeding which could have a Opticon Material Adverse Effect. No employees of
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Target is not a party to any employee benefit or compensation plans, agreements and arrangements except agreements that will be cancelled as of the Closing Date or as set forth on Schedule 3.17.
(b) Target is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. To Target's knowledge, there is no unlawful employment practice discrimination charge pending before the EEOC or EEOC recognized state "referral agency." Except as would not have a Target Material Adverse Effect, there is no unfair labor practice charge or complaint against Target pending before the National Labor Review Board. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Target, threatened against or involving or affecting Target and no National Labor Review Board representation question exists respecting their respective employees. Except as would not have a Target Material Adverse Effect, no grievances or arbitration proceeding is pending and no written claim therefor exists. There is no collective bargaining agreement that is binding on Target.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Acquiring Company is not a party to any employee benefit or compensation plans, agreements and arrangements except agreements that will be cancelled as of the Closing Date or as set forth on Schedule 4.17.
(b) Acquiring Company is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. To Acquiring Company's knowledge, there is no unlawful employment practice discrimination charge pending before the EEOC or EEOC recognized state "referral agency." Except as would not have an Acquiring Company Material Adverse Effect, there is no unfair labor practice charge or complaint against Acquiring Company pending before the National Labor Review Board. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Acquiring Company, threatened against or involving or affecting Acquiring Company and no National Labor Review Board representation question exists respecting their respective employees. Except as would not have an Acquiring Company Material Adverse Effect, no grievances or arbitration proceeding is pending and no written claim therefor exists. There is no collective bargaining agreement that is binding on Acquiring Company.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Schedule 4.17 sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which Parent is a party and which are not disclosed in the Parent Information, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) Parent is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Schedule 4.16 sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which Parent is a party and which are not disclosed in the Parent Information, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) Parent is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice.
(c) No work stoppage involving Parent is pending or, to Parent's knowledge, threatened. Parent is not involved in, affected by or, to Parent's knowledge, threatened with, any labor dispute, arbitration, lawsuit or administrative proceeding which could have a Parent Material Adverse Effect. No employees of Parent are represented by any 24 29 labor union or any collective bargaining agreement otherwise in effect with respect to such employees.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) SCHEDULE 3.16 sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which RSI is a party and which is not disclosed in the RSI SEC Reports, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) RSI is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. There is no unlawful employment practice discrimination charge pending before the EEOC or EEOC recognized state "referral agency." There is no unfair labor practice charge or complaint against RSI pending before the National Labor Review Board. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of RSI, threatened against or involving or affecting RSI and no National Labor Review Board representation question exists respecting its employees. Except as set forth on SCHEDULE 3.16, no grievance or arbitration proceeding is pending and no written claim therefor has been delivered to RSI. There is no collective bargaining agreement that is binding on RSI.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) Schedule 3.16 sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which ImaginOn is a party and which is not disclosed in the ImaginOn Information, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) ImaginOn is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. Each of Cal Pro and the Cal Pro Subsidiaries is in compliance in all material respects with all laws (including Federal and state laws) respecting employment and employment 30698_8 -19- practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. There is no unlawful employment practice discrimination charge pending before the EEOC or EEOC recognized state "referral agency." There is no unfair labor practice charge or complaint against Cal Pro or any of the Cal Pro Subsidiaries pending before the National Labor Review Board. There is no collective bargaining agreement that is binding on Cal Pro or any of the Cal Pro Subsidiaries.
EMPLOYMENT AGREEMENTS; LABOR RELATIONS. (a) The LSI Disclosure Schedule sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which LSI or an LSI Subsidiary is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers.
(b) Each of LSI and the LSI Subsidiaries is in compliance in all material respects with all laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any unfair labor or unlawful employment practice. There is no unlawful employment practice discrimination charge pending before any competent court or tribunal. Except as would not have an LSI Material Adverse Effect, there is no unfair labor practice charge or complaint against LSI or the LSI Subsidiaries pending before any competent court or tribunal. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of LSI, threatened against or involving or affecting LSI or the LSI Subsidiaries and no representation question exists with respect to their respective employees. Except as would not have an LSI Material Adverse Effect, no grievances or arbitration proceeding is pending and no written claim therefor exists. There is no collective bargaining agreement or trade union recognition agreement that is binding on LSI or the LSI Subsidiaries.
