Common use of Employment and Consulting Arrangements Clause in Contracts

Employment and Consulting Arrangements. Section 4.14 of the Target -------------------------------------- Disclosure Schedule contains a true, accurate and complete list of all Target employees and consultants whose annual compensation is in excess of $100,000 (the "Target Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's annual compensation. Target has no obligation or liability, contingent or other, under any Employment Arrangement with any Target Employee, other than (i) those listed or described in Section 4.14 of the Target Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect on Target. Except as described in Section 4.14 of the Target Disclosure Schedule, (a) none of the employees of Target is now represented by any labor union or other employee collective bargaining organization, and Target is not a party to any labor or other collective bargaining agreement with respect to any of employees of Target, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (c) neither Target nor any of such employees is now subject to or involved in or, to Target's knowledge, threatened with, any union elections, petitions therefor or other organizational or recruiting activities, in each case with respect to the employees of Target, and (d) as of the date hereof, none of the Target Employees has notified Target that he or she does not intend to continue employment with Target until the Closing or with ATC following the Closing. Target has performed in all material respects all obligations required to be performed under all Employment Arrangements with Target Employees and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment and Consulting Arrangements. Section 4.14 of the Target -------------------------------------- Disclosure Schedule contains a true, accurate and complete list of all Target employees and consultants whose annual compensation is in excess of $100,000 (the "Target Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's annual compensation. Target has no obligation or liability, contingent or other, under any Employment Arrangement with any Target Employee, other than (i) those listed or described in Section 4.14 of the Target Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect on Target. Except as described in Section 4.14 of the Target Disclosure Schedule, (a) none of the employees of Target is now represented by any labor union or other employee collective bargaining organization, and Target is not a party to any labor or other collective bargaining agreement with respect to any of employees of Target, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (c) neither Target nor any of such employees is now subject to or involved in or, to Target's knowledge, threatened with, any union elections, petitions therefor or other organizational or recruiting activities, in each case with respect to the employees of Target, and (d) as of the date hereof, none of the Target Employees has notified Target that he or she does not intend to continue employment with Target until the Closing or with ATC following the Closing. Target has performed in all material respects all obligations required to be performed under all Employment Arrangements with Target Employees and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment and Consulting Arrangements. Section 4.14 of the Target TCT -------------------------------------- Disclosure Schedule contains a true, accurate and complete list of all Target TCT employees and consultants, exclusive of consultants whose annual compensation is in excess services for TCT are terminable within thirty (30) days without liability, penalty or payment of $100,000 any kind by TCT or any Affiliate of TCT (the "Target TCT Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's annual compensation. Target TCT has no obligation or liability, contingent or other, under any Employment Arrangement with any Target TCT Employee, other than (i) those listed or described in Section 4.14 of the Target TCT Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect material adverse effect on TargetTCT. Except as described in Section 4.14 of the Target TCT Disclosure Schedule, (a) none of the employees of Target TCT Employees is now now, or since its organization has been, represented by any labor union or other employee collective bargaining organization, and Target TCT is not not, and never has been, a party to any labor or other collective bargaining agreement with respect to any of employees of Targetthe TCT Employees, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (c) neither Target TCT nor any of such employees is now now, or has since its organization been, subject to or involved in or, to TargetTCT's knowledge, threatened with, any union elections, petitions therefor or other organizational or recruiting activities, in each case with respect to the employees of Target, and (d) as of the date hereof, none of the Target Employees has notified Target that he or she does not intend to continue employment with Target until the Closing or with ATC following the ClosingTCT Employees. Target TCT has performed in all material respects all obligations required to be performed under all Employment Arrangements with Target Employees and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.

Employment and Consulting Arrangements. Section 4.14 of the Target -------------------------------------- TCT Disclosure Schedule contains a true, accurate and complete list of all Target TCT employees and consultants, exclusive of consultants whose annual compensation is in excess services for TCT are terminable within thirty (30) days without liability, penalty or payment of $100,000 any kind by TCT or any Affiliate of TCT (the "Target TCT Employees"), together with each such Person's title or the capacity in which he or she is employed or retained and each such Person's annual compensation. Target TCT has no obligation or liability, contingent or other, under any Employment Arrangement with any Target TCT Employee, other than (i) those listed or described in Section 4.14 of the Target TCT Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect material adverse effect on TargetTCT. Except as described in Section 4.14 of the Target TCT Disclosure Schedule, (a) none of the employees of Target TCT Employees is now now, or since its organization has been, represented by any labor union or other employee collective bargaining organization, and Target TCT is not not, and never has been, a party to any labor or other collective bargaining agreement with respect to any of employees of Targetthe TCT Employees, (b) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (c) neither Target TCT nor any of such employees is now now, or has since its organization been, subject to or involved in or, to TargetTCT's knowledge, threatened with, any union elections, petitions therefor or other organizational or recruiting activities, in each case with respect to the employees of Target, and (d) as of the date hereof, none of the Target Employees has notified Target that he or she does not intend to continue employment with Target until the Closing or with ATC following the ClosingTCT Employees. Target TCT has performed in all material respects all obligations required to be performed under all Employment Arrangements with Target Employees and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.