Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) Section 3.16(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s or Subsidiary’s employees, nor is any such contract presently being negotiated. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s or any Subsidiary’s employment policies or practices is currently being audited or investigated by any Governmental Entity. There is no pending or, to the Company’s Knowledge, threatened Proceeding, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, or other individual or any Governmental Entity with respect to employment practices brought by or before any Governmental Entity. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a2.14(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s 's or Subsidiary’s 's employees, nor is any such contract Contract presently being negotiated. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Employee Plan or any of the agreements set forth in Section 2.14(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such benefits or payments. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective TimeTime (except to the extent such terminations may be aggregated with terminations following the Effective Time for purposes of the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN")). None of the Company’s 's or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There is no pending or, to the Knowledge of the Company’s Knowledge, threatened ProceedingLitigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s 's or Subsidiary’s 's employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no material controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, material disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s KnowledgeKnowledge of the Company or any Subsidiary, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order Order by, any Governmental Entity Authority relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable lawsLaws, contractsContracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “"plant closing” " or “"mass layoff” " as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) As of the date of this Agreement, Section 3.16(a4.12(a) of the Company Seller Disclosure Schedule identifies (i) all employees current directors and officers of the Company and (ii) all current employees, consultants and agents (including sales representatives and distributors) employed or engaged by the Company with an annual base salary and, for each individual identified in clauses (i) or compensation rate of $100,000 or higher and (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except As of the date of this Agreement, except as set forth in Section 3.16(a4.12(a) of the Company Seller Disclosure Schedule, there are no employment, consulting, collective bargainingcommission, incentive or bonus pay, severance pay, retention or continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of the Company’s employees providing for payments in an aggregate amount of $50,000 or greater, nor is any such Contract presently being negotiated. There are no collective bargaining agreements or other similar Contracts (whether in writing or not) between the Company and any current or former officer, employee, labor organization or other representative of the Company’s or Subsidiary’s employees, nor is any such contract Contract presently being negotiated. Neither the Seller has provided to Buyer complete and correct copies of all such agreements and Contracts. The Company nor any Subsidiary has not failed to make or is not otherwise delinquent in payments to any of its employees or consultants for any wages, salaries, overtime pay, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreementContract, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a4.12(a) of the Company Seller Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None none of the Company’s or any Subsidiary’s employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There Except as set forth in Section 4.12(a) of the Seller Disclosure Schedule, there is no pending or, to the Company’s KnowledgeKnowledge of Seller, threatened ProceedingClaim, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b4.12(b) of the Company Seller Disclosure Schedule, (i) there are no controversies pending or or, to the Knowledge of Seller, threatened, between the Company Company, on the one hand, and its employees or any of its Subsidiaries and any of their respective employeesconsultants, on the other hand; neither (ii) the Company nor any of its Subsidiaries is not a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its SubsidiariesCompany; during the past five years (iii) since December 31, 2009, there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any Company; and (iv) there are no employment-related grievances pending or, to the Knowledge of its SubsidiariesSeller, threatened. Except as set forth in Section 3.16(b) 4.12(b)-1 of the Company Seller Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is not a party to, or otherwise bound by, any consent decree with, or citation or other order Order by, any Governmental Entity Authority relating to employees or employment practices. The Company and each of its Subsidiaries are is in compliance in all material respects with all applicable lawsLaws, contracts, Contracts and policies relating to employment, employment practices, wages, hours, hours and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARNWARN Act”), and similar Laws, and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither the Company nor any Subsidiary of the The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNthe WARN Act and similar Laws, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of the WARN Act or implemented any early retirement, separation or window program within the past five two (2) years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a4.16(a) of the Company CNLRP Disclosure Schedule identifies all employees and consultants employed or engaged by the Company CNLRP with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a4.16(a) of CNLRP Disclosure Schedule or in the Company Disclosure ScheduleCNLRP SEC Reports, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts of any nature (whether in writing or not) between the Company CNLRP or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the CompanyCNLRP’s or Subsidiary’s employees, nor is any such contract presently being negotiated. Neither the Company CNLRP nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a4.16(a) of the Company CNLRP Disclosure Schedule, neither the Company CNLRP nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company CNLRP or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company CNLRP or any Subsidiary of any persons employed by the Company CNLRP or any Subsidiary on or prior to the Effective Time. None of the CompanyCNLRP’s or any Subsidiary’s employment policies or practices is currently being audited or or, to CNLRP’s Knowledge, investigated by any Governmental Entity. There is no pending or, to the CompanyCNLRP’s Knowledge, threatened Proceeding, unfair labor practice charge, or other charge or inquiry against the Company CNLRP or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the CompanyCNLRP’s or Subsidiary’s employee, or other individual or any Governmental Entity with respect to employment practices brought by or before any Governmental Entity. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there There are no controversies pending or or, to CNLRP’s Knowledge, threatened, between the Company CNLRP or any of its Subsidiaries and any of their respective employees; neither the Company CNLRP nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company CNLRP or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company CNLRP or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company CNLRP or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there There are no grievances pending or, to the CompanyCNLRP’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company CNLRP Material Adverse Effect. Neither the Company CNLRP nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company CNLRP and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company CNLRP nor any Subsidiary of the Company CNLRP has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the CompanyCNLRP, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company CNLRP or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a2.17(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher XAG and sets forth each such individual’s 's rate of pay or annual compensationcompensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire. Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, there There are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts agreements of any nature (whether in writing or not) between the Company or any Subsidiary XAG and any current or former stockholder, officer, director, employee, or any consultant. No individual will accrue or receive additional benefits, labor organization service or other representative accelerated rights to payments under any Company Benefit Plan, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any of the Company’s such benefits or Subsidiary’s employees, nor is any such contract presently being negotiatedpayments. Neither the Company nor any Subsidiary XAG is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits bonuses or other compensation for any services or otherwise arising under any policyservices. To the Company's Knowledge, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None none of the Company’s or any Subsidiary’s 's employment policies or practices is are currently being audited or investigated by any Governmental EntityAuthority. There is are no pending orpending, or to the Company’s 's Knowledge, threatened Proceedingthreatened, unfair labor practice chargeclaims, charges, actions, lawsuits or other charge or inquiry proceedings alleging claims against the Company or any Subsidiary XAG brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, employee or other individual or any Governmental Entity Authority with respect to employment practices brought by practices, and no facts or before circumstances exist that could give rise to any Governmental Entitysuch claims, charges, actions, lawsuits or proceedings. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there There are no controversies pending or or, to the Company's Knowledge, threatened, between the Company or XAG and any of its Subsidiaries employees, and any of their respective employeesemployee relations are, in general, considered to be good; neither the Company nor any of its Subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to Persons persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union or by any employees to organize any such employees of the Company or any of its SubsidiariesCompany; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including does not have nor at the obligations of Closing will the Company have any obligation under the Worker Adjustment and Retraining Notification Act (the "WARN Act"). The Company is in compliance with all applicable provisions of 1988applicable state, as amended (“WARN”)local, federal and all foreign employment, wage and hour, labor and other notification and bargaining obligations arising under applicable laws, except where any collective bargaining agreementfailures to be in compliance therewith would not, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the futurehave a Material Adverse Effect.

Employment and Labor Matters. (a) Section 3.16(a2.14(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholderStockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s 's or Subsidiary’s 's employees, nor is any such contract Contract presently being negotiated. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Employee Plan or any of the agreements set forth in Section 2.14(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein or in the Option Agreement that could result in the payment of any such benefits or payments. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s 's or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There is no pending or, to the Knowledge of the Company’s Knowledge, threatened ProceedingLitigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s 's or Subsidiary’s 's employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s KnowledgeKnowledge of the Company or any Subsidiary, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order Order by, any Governmental Entity Authority relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable lawsLaws, contractsContracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“"WARN”"), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “"plant closing” " or “"mass layoff” " as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a) of the Company Disclosure ScheduleSchedule or in the Company SEC Reports, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s or Subsidiary’s employees, nor is any such contract presently being negotiated. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided set forth in this Agreement or and except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s or any Subsidiary’s employment policies or practices is currently being audited or investigated by any Governmental Entity. There is no pending or, to the Company’s Knowledge, threatened Proceeding, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, or other individual or any Governmental Entity with respect to employment practices brought by or before any Governmental Entity. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a2.13(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensationcompensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire. Except as set forth in Section 3.16(a2.13(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements agreement or other similar contracts agreements of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, or any consultant. Except as set forth in Section 2.13(a), labor organization Section 2.12(i) or other representative Section 2.12(g) of the Company Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Company Plan or any of the Company’s agreements set forth in Section 2.13(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or Subsidiary’s employeesbecome entitled to severance, nor is termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such contract presently being negotiatedbenefits or payments. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits bonuses or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Timeservices. None of the Company’s 's or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority. There is are no pending orpending, or to the Company’s 's Knowledge, threatened Proceedingclaims, unfair labor practice chargecharges, actions, lawsuits or other charge or inquiry proceedings alleging claims against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, employee or other individual or any Governmental Entity Authority with respect to employment practices brought by practices, and to the Company's Knowledge, no facts or before circumstances exist that could give rise to any Governmental Entitysuch claims, charges, actions, lawsuits or proceedings. (b) Except as set forth in Section 3.16(b2.13(b) of the Company Disclosure Schedule, there are no controversies pending or threatenedor, to the Company's Knowledge, threatened between the Company or any of its Subsidiaries and any of their respective employeesemployees and employee relations are, in general, considered to be good; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.its

Employment and Labor Matters. (a) Section 3.16(a2.16(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensationcompensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire. Except as set forth in Section 3.16(a2.16(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements agreement or other similar contracts agreements of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, or any consultant. Except as set forth in Section 2.16(a) of the Company Disclosure Schedule, labor organization no individual will accrue or other representative of receive additional benefits, service or accelerated rights to payments under any Company Benefit Plan or any of the Company’s agreements set forth in Section 2.16(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or Subsidiary’s employeesbecome entitled to severance, nor is termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such contract presently being negotiatedbenefits or payments. Neither the Company nor any Subsidiary or Affiliated Entity is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits bonuses or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Timeservices. None of the Company’s 's or any Subsidiary’s 's or Affiliated Entities' employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority. There is are no pending orpending, or to the Company’s 's Knowledge, threatened Proceedingthreatened, unfair labor practice chargeclaims, charges, actions, lawsuits or other charge or inquiry proceedings alleging claims against the Company or any Subsidiary or Affiliated Entity brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, employee or other individual or any Governmental Entity Authority with respect to employment practices brought by practices, and to the Company's Knowledge, no facts or before circumstances exist that could give rise to any Governmental Entityvalid claims, charges, actions, lawsuits or proceedings of such nature. (b) Except as set forth in Section 3.16(b2.16(b) of the Company Disclosure Schedule, there are no controversies pending or or, to the Company's Knowledge, threatened, between the Company or any of its Subsidiaries or Affiliated Entities and any of their respective employeesemployees and employee relations are, in general, considered to be good; neither the Company nor any of its Subsidiaries or Affiliated Entities is a party to any collective bargaining agreement or other labor union contract applicable to Persons persons employed by the Company or its Subsidiaries or Affiliated Entities nor are there any activities or proceedings of any labor union or by any employees to organize any such employees of the Company or any of its SubsidiariesSubsidiaries or Affiliated Entities; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its SubsidiariesSubsidiaries or Affiliated Entities. Except as set forth in Section 3.16(b) of The Company does not have nor at the Closing will the Company Disclosure Schedule, there are no grievances pending or, to have any obligation under the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither Worker Adjustment and Retraining Notification Act (the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices"WARN Act"). The Company and each of its Subsidiaries are and Affiliated Entities is in material compliance in all material respects with all applicable lawsprovisions of applicable state, contractslocal, federal and policies relating to foreign employment, employment practiceswage and hour, wages, hours, labor and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the futureapplicable laws.

Employment and Labor Matters. (a) Section 3.16(a) of the The Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 25,000 or higher and sets forth each such individual’s 's rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholderStockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s or Subsidiary’s 's employees, nor is any such contract presently Contract currently being negotiated. Neither Except as set forth in the Company nor Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Subsidiary Employee Plan or any of the agreements set forth in the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such benefits or payments. Except as set forth in the Company Disclosure Schedule, the Company is not delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There is no pending or, to the Knowledge of the Company’s Knowledge, threatened ProceedingLitigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s 's employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no controversies pending or threatened, between the Company or any of and its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or its Subsidiaries nor there are there any no activities or proceedings of any labor union to organize any such employees of the Company or any of its SubsidiariesCompany; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are is in compliance in all material respects with all applicable lawsLaws, contractsContracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“"WARN”"), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither the Company nor any Subsidiary of the The Company has not effectuated a “"plant closing” " or “"mass layoff” " as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a2.13(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensationcompensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire. Except as set forth in Section 3.16(a2.13(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements agreement or other similar contracts agreements of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, or any consultant. Except as set forth in Section 2.13(a), labor organization Section 2.12(i) or other representative Section 2.12(g) of the Company Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Company Plan or any of the Company’s agreements set forth in Section 2.13(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or Subsidiary’s employeesbecome entitled to severance, nor is termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such contract presently being negotiatedbenefits or payments. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits bonuses or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Timeservices. None of the Company’s 's or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority. There is are no pending orpending, or to the Company’s 's Knowledge, threatened Proceedingclaims, unfair labor practice chargecharges, actions, lawsuits or other charge or inquiry proceedings alleging claims against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, employee or other individual or any Governmental Entity Authority with respect to employment practices brought by practices, and to the Company's Knowledge, no facts or before circumstances exist that could give rise to any Governmental Entitysuch claims, charges, actions, lawsuits or proceedings. (b) Except as set forth in Section 3.16(b2.13(b) of the Company Disclosure Schedule, there are no controversies pending or threatenedor, to the Company's Knowledge, threatened between the Company or any of its Subsidiaries and any of their respective employeesemployees and employee relations are, in general, considered to be good; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union or by any employees to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of The Company does not have nor at the Closing will the Company Disclosure Schedule, there are no grievances pending or, to have any obligation under the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither Worker Adjustment and Retraining Notification Act (the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices"WARN Act"). The Company and each of its Subsidiaries are is in material compliance in all material respects with all applicable lawsprovisions of applicable state, contractslocal, federal and policies relating to foreign employment, employment practiceswage and hour, wages, hours, labor and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the futureapplicable laws.

Employment and Labor Matters. (a) Section 3.16(a2.14(a) of the Company Sellers Disclosure Schedule identifies all employees Business Employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher Target Business Employees and sets forth each such individual’s 's rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a2.14(a) of the Company Sellers Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company either Seller, any Target Company, or any Subsidiary member of their Controlled Group and any Business Employee, Target Business Employee, current or former stockholder, officer, director, employee, consultant, labor organization of the Businesses or other representative of any of the Company’s Business Employees or Subsidiary’s employeesTarget Business Employees, nor is any such contract Contract presently being negotiated. Neither of the Company Sellers, nor any Subsidiary Target Company or any member of their Controlled Group is delinquent in payments to any of its employees Business Employee or consultants Target Business Employee for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a2.14(a) of the Company Sellers Disclosure Schedule, neither of the Company Sellers, nor any Subsidiary Target Company or any member of their Controlled Group is liable for any severance pay or other payments to any employee Business Employee or former employee Target Business Employee arising from the termination of employment, nor will the Sellers, any Target Company or any Subsidiary member of their Controlled Group have any liability under any Employee Plan, benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Sellers, any Target Company or any Subsidiary member of their Controlled Group of any persons employed by the Company Business Employee or any Subsidiary Target Business Employee on or prior to the Effective TimeClosing Date. None of the Company’s or any Subsidiary’s employment policies or practices relating to Business Employees or Target Business Employees is currently being audited or investigated by any Governmental EntityAuthority or Court. There is no pending or, to the Company’s Sellers' Knowledge, threatened ProceedingLitigation, unfair labor practice charge, or other charge charge, inquiry or inquiry investigation against the Sellers, any Target Company or any Subsidiary member of their Controlled Group brought by or on behalf of any employeeBusiness Employee, Target Business Employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, Businesses or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Section 3.16(b2.14(b) of the Company Sellers Disclosure Schedule, there are no controversies pending or threatenedTarget Company, between and with respect to the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries Businesses, no Seller is a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the such Target Company or its Subsidiaries such Seller nor to the Knowledge of Sellers are there any activities or proceedings of any labor union to organize any such employees of the such Target Company or any of its Subsidiariessuch Seller; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of any Target Company, or with respect to the Company or Businesses, any of its SubsidiariesSeller. Except as set forth in Section 3.16(b2.14(b) of the Company Sellers Disclosure Schedule, there are no grievances pending or, to the Company’s Sellers' Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither No Target Company, and with respect to the Company nor any Subsidiary Businesses, no Seller is a party to, or otherwise bound by, any consent decree with, or citation or other order Order by, any Governmental Entity Authority relating to employees or employment practices. The Company Each Target Company, and with respect to the Businesses, each of its Subsidiaries are Seller is in compliance in all material respects with all applicable lawsLaws, contractsContracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“"WARN”"), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither No Target Company and with respect to the Company nor any Subsidiary of the Company Businesses, no Seller has effectuated a “"plant closing” " or “"mass layoff” " as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Companysuch Target Company or Seller, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the any Target Company or any Subsidiary Seller planned or announced any such action or program for the future.

Employment and Labor Matters. (a) Section 3.16(a2.14(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s 's rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts Contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s 's or Subsidiary’s 's employees, nor is any such contract Contract presently being negotiated. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Employee Plan or any of the agreements set forth in Section 2.14(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein that could result in the payment of any such benefits or payments. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or lawLaw. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective TimeTime (except to the extent such terminations may be aggregated with terminations following the Effective Time for purposes of the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN")). None of the Company’s 's or any Subsidiary’s 's employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There is no pending or, to the Knowledge of the Company’s Knowledge, threatened ProceedingLitigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s 's or Subsidiary’s 's employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no material controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, material disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b2.14(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s KnowledgeKnowledge of the Company or any Subsidiary, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.a

Employment and Labor Matters. (a) Section 3.16(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s or Subsidiary’s employees, nor is any such contract presently being negotiated. Neither the Company nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s or any Subsidiary’s employment policies or practices is currently being audited or investigated by any Governmental EntityAuthority or Court. There Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, there is no pending or, to the Company’s KnowledgeKnowledge of the Company and Best Elite, threatened ProceedingLitigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, or other individual or any Governmental Entity Authority with respect to employment practices brought by or before any Court or Governmental EntityAuthority. (b) Except as set forth in Section 3.16(b2.13(b) of the Company Disclosure Schedule, (i) there are no material controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employeesemployees or consultants; (ii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract Contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company Contracts or any of its Subsidiariesagreements presently being negotiated; (iii) during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(bSubsidiaries and (iv) of the Company Disclosure Schedule, there are no employment-related grievances pending or, to the Company’s KnowledgeKnowledge of the Company or Best Elite or any of their respective Subsidiary, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order Order by, any Governmental Entity Authority relating to employees or employment practices. The Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, the Company and each of its Subsidiaries are in compliance in all material respects with all applicable lawsLaws, contractsContracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law Law or otherwise. Neither Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of its Subsidiaries is liable for any severance pay or other payments to any employee or former employee arising from the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site termination of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has . Each individual who is treated by the Company or any Subsidiary planned or announced any such action or program for the futureits Subsidiaries as an independent contractor is properly so treated under applicable Law in all material respects.

Employment and Labor Matters. (a) Section 3.16(a3.15(a) of the Company Disclosure Schedule identifies all employees and consultants employed or engaged by the Company with an annual base salary or compensation rate of $100,000 or higher and sets forth each such individual’s rate of pay or annual compensation, job title and date of hire. Except as set forth in Section 3.16(a3.15(a) of the Company Disclosure Schedule, there are no employment, consulting, collective bargaining, severance pay, continuation pay, termination or indemnification agreements or other similar contracts of any nature (whether in writing or not) between the Company or any Subsidiary and any current or former stockholdershareholder, officer, director, employee, consultant, labor organization or other representative of any of the Company’s or Subsidiary’s employees, nor is any such contract presently being negotiated. Neither the The Company nor any Subsidiary is not delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, agreement, plan, program or law. Except as otherwise provided in this Agreement or except as set forth in Section 3.16(a3.15(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, nor will the Company or any Subsidiary have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any Subsidiary of any persons employed by the Company or any Subsidiary on or prior to the Effective Time. None of the Company’s or any Subsidiary’s employment policies or practices is currently being audited or investigated by any Governmental Entity. There is no pending or, to the Company’s Knowledge, threatened Proceeding, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s or Subsidiary’s employee, or other individual or any Governmental Entity with respect to employment practices brought by or before any Governmental Entity. (b) Except as set forth in Section 3.16(b3.15(b) of the Company Disclosure Schedule, there are no controversies pending or threatened, between the Company or any of its Subsidiaries and any of their respective employees; neither the Company nor any of its Subsidiaries is not a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or its Subsidiaries nor are there any activities or proceedings of any labor union to organize any such employees of the Company or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, there are no grievances pending or, to the Company’s Knowledge, threatened, which, if adversely decided, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by law or otherwise. Neither the Company nor any Subsidiary of the Company has effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program within the past five years, nor has the Company or any Subsidiary planned or announced any such action or program for the future.