Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. (a) Neither the Company nor any Subsidiary has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.16(a) of the Disclosure Schedule. Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary have performed all obligations required to be performed under all Employment Arrangements and are not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior thereto.

Employment Arrangements. (a) Neither the Company nor any Subsidiary has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.16(a) of the Disclosure Schedule. Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary have performed all obligations required to be performed under all Employment Arrangements and are not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and on or prior to the Public Offering Closing Date will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on from the Merger date hereof or through the Public Offering Closing Date or during the twelve-month period immediately prior thereto. The Company's obligation to terminate all Employment Arrangements on the day of the Asset Purchase Closing (to be effective at the Effective Time) will not constitute a "plant closing" or "mass layoff" pursuant to the WARN Act or otherwise trigger compliance with any state or local law or regulation. (e) Except as set forth in Section 3.16(e) of the Disclosure Schedule, there is no accrued vacation, sick days, personal days or other accruals owing any employee of the Company, all of which has been accrued in the ordinary course of the Business and consistent with the past practices of the Company (the "Employee Accruals"). Listed on Section 3.16(e) of the Disclosure Schedule are the Employee Accruals with regard to each Employment Arrangement along with the aggregate of all Employee Accruals payable by the Company. Section 3.16(e) of the Disclosure Schedule also sets forth the Company's policy as to earning and the subsequent use or forfeiture of Employee Accruals.

Employment Arrangements. (a) Neither the The Company nor any Subsidiary has any no obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.16(a) of the Disclosure Schedule. Neither the The Company nor any Subsidiary is not now or during the past five (5) years has not been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization. Neither the The Company nor any Subsidiary are parties is not a party to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary have has performed all obligations required to be performed under all Employment Arrangements and are is not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has not experienced a work slowdown or stoppage due to labor problems. Neither the The Company nor any Subsidiary has not received notice of any claim that it has failed to comply with any federal or state law, or to the Company's knowledge is it the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the The Company nor any Subsidiary has not conducted, and on or prior to the Effective Time will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 (the "the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoffxxxxxx, or reduce the hours of workxx xxxxxx xxx xxxxx xx xxxx, of xx employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on from the Merger Closing Date date hereof or through the Effective Time or during the twelve-month period immediately prior thereto.

Employment Arrangements. (a) Neither the Company nor any Subsidiary has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule), other than those listed or described in Section 3.16(a) of the Disclosure Schedule. Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary have performed all obligations required to be performed under all Employment Arrangements and are not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and on or prior to the Financing Closing Date will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on from the Merger date hereof or through the Financing Closing Date or during the twelve-month period immediately prior thereto. The Company's obligation to terminate all Employment Arrangements on the day of the Asset Purchase Closing (to be effective at the Effective Time) will not constitute a "plant closing" or "mass layoff" pursuant to the WARN Act or otherwise trigger compliance with any state or local law or regulation. (e) Except as set forth in Section 3.16(e) of the Disclosure Schedule, there is no accrued vacation, sick days, personal days or other accruals owing any employee of the Company, all of which has been accrued in the ordinary course of the Business and consistent with the past practices of the Company (the "Employee Accruals"). Listed on Section 3.16(e) of the Disclosure Schedule are the Employee Accruals with regard to each Employment Arrangement along with the aggregate of all Employee Accruals payable by the Company. Section 3.16(e) of the Disclosure Schedule also sets forth the Company's policy as to earning and the subsequent use or forfeiture of Employee Accruals.

Employment Arrangements. (a) Neither the Company nor any Subsidiary No Arcus Entity has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule)Arrangement, other than those listed or described in Section 3.16(a3.14(a) of the Disclosure Schedule. Neither the Company nor any Subsidiary No Arcus Entity is now or during the past five (5) years has been subject to or involved in or, to the Company's Arcus Parties' knowledge, threatened with any election for the certification of a bargaining representative for any employeesunion elections, petitions therefor or other organizational union organizing activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a3.14(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are Arcus Entities is now, or during the past five (5) years have has been, in his or her capacity as an Arcus Entity employee, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary are parties organization or is party to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any labor union or any other employee collective bargaining organization of such employees, or, to the Company's Arcus Parties' knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any labor union or other such organization, except as set forth in Section 3.14(a) of the Disclosure Schedule. The Company and each Subsidiary Arcus Entities have performed all obligations required to be performed under all Employment Arrangements and are not in material breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof, except as set forth in Section 3.14(a) of the Disclosure Schedule. (b) Except as set forth in Section 3.16(b3.14(b) of the Disclosure Schedule, no employee of any Arcus Entity will accrue or receive or is entitled to accrue or receive additional benefits, service or accelerated rights to payments of benefits benefits, whether under any Employment ArrangementArrangement or otherwise, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees Merger or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior theretoTransactions.

Employment Arrangements. (a) Neither Section 4.16(a) of the Company nor Disclosure Schedule contains a true, accurate and complete list of all persons employed by the Company, together with each such employee's date of hire, the title or capacity in which such person is employed, and an accurate summary description of all Employment Arrangements. (b) The Company has received no notice that, and the Company is not aware of, any Subsidiary Company employee (other than the Company Stockholders) who shall or is likely to terminate his or her employment relationship with the Company upon the execution of this Agreement or with American after consummation of the Merger. (c) Each applicable Employment Arrangement has been administered in compliance in all material respects with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any obligation other Applicable Law. The Company has performed in all material respects all obligations required to be performed under each Employment Arrangement and is not in material breach or liabilityviolation of or in material default or arrears under any of the terms, contingent provisions or other, under conditions thereof. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any Employment Arrangement pending or, to the Company's knowledge, threatened against any Employment Arrangement, and the Company possesses no knowledge of any facts which could give rise to any such Legal Action or Claim. (whether or not listed d) Except as described in Section 3.12(a4.16(d) of the Company Disclosure Schedule), other than those listed or described in Section 3.16(a(i) none of the Disclosure Schedule. Neither employees of the Company nor any Subsidiary is now or now, or, to the Company's knowledge, during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization. Neither , or are now, or, to the Company nor any Subsidiary are Company's knowledge during the past five (5) years have been, parties to any labor or other collective bargaining agreement, and (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or, to the Company's knowledge, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization, and (iii) neither the Company nor any of its employees is now, or, to the Company's knowledge, during the past five (5) years has been, subject to or involved in or, to the Company's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities. The Company and each Subsidiary have has performed all obligations required to be performed under all Employment Arrangements and are not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. Section 4.16(a) of the Company Disclosure Schedule sets forth the basis of funding, and the current status of, any past service liability with respect to each Employment Arrangement to which the same is applicable. (be) Except as set forth in on Section 3.16(b4.16(e) of the Company Disclosure Schedule, no employee will shall accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result result, directly or indirectly, of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company represents and warrants that each employment, severance, consulting or other similar agreement, if any, listed in Section 4.16(e) of the Company Disclosure Schedule may be unconditionally terminated at no cost to the Company or American. (cf) The Company considers its and each Subsidiary's relationships with its employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior thereto.

Employment Arrangements. (a) Neither the Company nor any Company Subsidiary has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule)Arrangement, other than those listed or described in Section 3.16(a3.14(a) of the Disclosure Schedule. Neither the Company nor any Company Subsidiary is now or during the past five four (54) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employeesunion elections, petitions therefor or other organizational or recruiting activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a3.14(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary and its Subsidiaries are now, or during the past five four (54) years have been, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary organization or are parties to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary its Subsidiaries have performed all obligations required to be performed under all Employment Arrangements and are not in material breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof, except as set forth in Section 3.14(a) of the Disclosure Schedule. (b) Except as set forth in Section 3.16(b3.14(b) of the Disclosure Schedule, no employee of the Company or any Company Subsidiary will accrue or receive or is entitled to accrue or receive additional benefits, service or accelerated rights to payments of benefits benefits, whether under any Employment ArrangementArrangement or otherwise, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees Merger or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior theretoTransactions.

Employment Arrangements. (a) Neither the Company nor any Company Subsidiary has any obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a) of the Disclosure Schedule)Arrangement, other than those listed or described in Section 3.16(a3.14(a) of the Disclosure Schedule. Neither the Company nor any Company Subsidiary is now or during the past five four (54) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employeesunion elections, petitions therefor or other organizational or recruiting activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a3.14(a) of the Disclosure Schedule. None of the employees of the Company or any Subsidiary and its Subsidiaries are now, or during the past five four (54) years have been, represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary organization or are parties to any labor or other collective bargaining agreement, and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary its Subsidiaries have performed all obligations required to be performed under all Employment Arrangements and are not in material breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof, except as set forth in Section 3.14(a) of the Disclosure Schedule. (b) Except as set forth in Section 3.16(b3.14(b) of the Disclosure Schedule, no employee of the Company or any Company Subsidiary will accrue or receive or is entitled to accrue or receive additional benefits, service or accelerated rights to payments of benefits benefits, whether under any Employment ArrangementArrangement or otherwise, 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 direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be good, and except as set forth in Section 3.16(c) of the Disclosure Schedule, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees Merger or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior theretoTransactions. Section 3.15.

Employment Arrangements. (a) Neither the A. The Company nor any Subsidiary has any no obligation or liability, contingent or other, under any Employment Arrangement (whether or not listed in Section 3.12(a3.15(A) of the Company Disclosure Schedule), other than those listed or described in Section 3.16(a3.16(A) of the Company Disclosure Schedule. Neither the The Company is not now nor any Subsidiary is now or during the past five three (53) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employeesunion elections, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.16(a3.16(A) of the Company Disclosure Schedule. None of the employees of the Company or any Subsidiary are now, or during the past five (5) years have been, is represented by any labor union or other employee collective bargaining organization. Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement, organization and there are no pending grievances, disputes or controversies with any union or any other employee collective bargaining organization of such employees, or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any union or other such organization. The Company and each Subsidiary have performed all obligations required to be performed under all Employment Arrangements and are not in breach or violation of or in default or arrears under any of the terms, provisions or conditions thereof. (b) B. Except as set forth in Section 3.16(b3.16(B) of the Company Disclosure Schedule, no employee will shall accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, 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 direct result of the transactions contemplated by this Agreement, the Share Purchase or the Transactions. (c) C. The Company considers has complied in all material respects so far as relevant to its employees with: (i) all codes of conduct and each Subsidiary's relationships practice and customs and practices with employees which it has agreed to be good, comply; and except as set forth (ii) all recommendations (if any) and awards and declarations respectively made by the Advisory Conciliation and Arbitration Service and the Central Arbitration Committee. D. Other than in Section 3.16(c) respect of the Disclosure Scheduletransfer of business pursuant to this Agreement, neither no person's employment has been transferred to or from the Company nor any Subsidiary has experienced a work slowdown or stoppage due under the Transfer of Undertakings (Protection of Employment) Regulations 1981. In respect of the transfer of business pursuant to labor problems. Neither this Agreement, the Company nor has complied with its duties under the Transfer of Undertakings (Protection of Employment) Regulations 1981 to inform and consult any Subsidiary relevant trade union. E. Within the twelve month period ending on the date hereof, the Company has received not given notice to the Secretary of State of any claim that it has failed to comply redundancies, or started consultation with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge trade union under Part IV of the Company is there any basis for such a claimTrade Union and Labour Relations (Consolidation) Act 1992. (d) Neither the Company nor any Subsidiary has conducted, and will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, on the Merger Closing Date or during the twelve-month period immediately prior thereto.