Common use of Employment Relations and Agreements Clause in Contracts

Employment Relations and Agreements. (i) Each of the Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to the Company's knowledge, there will not be, any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on the Company. Except as disclosed in Schedule 2.1(q) attached hereto, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Merger.

Employment Relations and Agreements. (i) Each Except as set forth on Schedule 3.12, to the best knowledge of the Company and the Sellers, each of the Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or to the best knowledge of the Company and the Sellers threatened against or involving the Company or any of its Subsidiaries; (iv) to the best knowledge of the Company and the Sellers no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) to the best knowledge of the Company and the Sellers no grievance which might have a Material Adverse Effect material adverse effect on the Condition of the Company and its Subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to the best knowledge of the Company's knowledge, there will not be, be any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which Transactions that could have a Material Adverse Effect material adverse effect on the CompanyCondition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 2.1(q) attached hereto3.12, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the MergerPurchase or Exchange.

Employment Relations and Agreements. Except as set forth on Schedule 4.12(a) of the Company Disclosure Letter, since January 1, 2000: (ia) Each each of the Company and its Subsidiaries is has operated in substantial compliance with all federal, foreign, federal, state or other applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board (ii"NLRB"), (b) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable foreign Law, (iiic) there is has been no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; , (ivd) no representation question exists respecting the employees of the Company or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vie) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (f) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty, (g) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries; and ' operations, (viih) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not beenEqual Employment Opportunity Commission charges or other claims of employment discrimination pending or, and to the Knowledge of the Company's knowledge, there will not becurrently threatened against the Company or any such Subsidiary, any change in relations with employees (i) no wage and hour department investigation has been made of the Company or any of its Subsidiaries, (j) neither the Company nor any of its Subsidiaries as a result had any occupational health and safety claims against the Company or any such Subsidiary, (k) the Company and each of its Subsidiaries has operated in compliance in all material respects with the terms and provisions of the transactions contemplated Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the "Immigration Laws") and (l) there has been no "mass layoff" or "plant closing" by this Agreement which could the Company as defined in the Federal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date. At no time since January 1, 2000 has the Company and its Subsidiaries been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor have a Material Adverse Effect on they been warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or to the Knowledge of the Company, threatened. Except as disclosed in set forth on Schedule 2.1(q4.12(b) attached heretoof the Company Disclosure Letter, there currently exist no employment, consulting, severance severance, indemnification agreements or indemnification deferred compensation agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Offer or the Merger.

Employment Relations and Agreements. (i) Each of the Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect material adverse effect on the Condition of the Company and its Subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to the Company's knowledgebest knowledge of the Company and the Sellers, there will not be, be any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which Transactions that could have a Material Adverse Effect material adverse effect on the CompanyCondition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 2.1(q) attached hereto3.12, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the MergerPurchase or Exchange.

Employment Relations and Agreements. (i) Each of the Company Seller and its Subsidiaries is in substantial compliance with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board (“NLRB”) or equivalent tribunal under applicable state or foreign law, (ii) to Seller’s Knowledge, no unfair labor practice charge or complaint against the Company Seller or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable state or foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to Seller’s Knowledge, threatened against or involving the Company Seller or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company Seller or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company Seller or any of its Subsidiaries; , and (vii) neither the Company Seller nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (vi) neither Seller nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There , (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to Seller’s Knowledge, is threatened with respect to Seller’s or its Subsidiaries’ operations, (viii) neither Seller nor any of its Subsidiaries has not beenany Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to Seller’s Knowledge, currently threatened against Seller or any such Subsidiary, (ix) to Seller’s Knowledge, no wage and to the Company's knowledge, there will not be, any change in relations with employees hour department investigation has been made of the Company Seller or any of its Subsidiaries, (x) neither Seller nor any of its Subsidiaries as a result had any occupational health and safety claims against Seller or any such Subsidiary, (xi) Seller and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the transactions contemplated Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder and all equivalent applicable foreign laws (the “Immigration Laws”), (xii) there has been no “mass layoff’ or “plant closing” by this Agreement which could have a Material Adverse Effect on Seller as defined in the Company. Except as disclosed in Schedule 2.1(qFederal Workers Adjustment Retraining and Notification Act (“WARN”) attached heretoor state or foreign law equivalent, there exist or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state or foreign law equivalent, within ninety (90) days prior to the Closing Date, and (xiii) to Seller’s Knowledge, no employmentexecutive, consultingkey employee, severance or indemnification agreements between the Company and any director, officer or employee significant group of employees of the Company Acquired Business plans to terminate employment during the first twelve (12) months of employment with Buyer. To Seller’s Knowledge, Seller and its Subsidiaries have never been the subject of any inspection or any agreement that would give any Person the right investigation relating to receive any payment from the Company as a result its compliance with or violation of the MergerImmigration Laws, nor have they been warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or to Seller’s Knowledge, threatened.

Employment Relations and Agreements. (a) (i) Each of the Company and its Subsidiaries is in substantial compliance in all material respects with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board (“NLRB”), (ii) to the Company’s Knowledge, no unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable state or foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the Company’s Knowledge, threatened against or involving the Company or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (viivi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There has not been, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Company's knowledge’s Knowledge, is threatened with respect to the Company’s or its Subsidiaries’ operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company’s Knowledge, currently threatened against the Company or any such Subsidiary, (ix) to the Company’s Knowledge, no wage and hour department investigation has been made of the Company or any of its Subsidiaries, (x) neither the Company nor any of its Subsidiaries had any occupational health and safety claims against the Company or any such Subsidiary, (xi) the Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”), (xii) there will not behas been no “mass layoff” or “plant closing” by the Company as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any change in relations other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date, and (xiii) to the Company’s Knowledge, no executive, key employee, or significant group of employees plans to terminate employment with employees any of the Company or any of its Subsidiaries as a result of during the transactions contemplated by this Agreement which could have a Material Adverse Effect on next twelve (12) months other than the Terminated Company Employees. To the Company. Except as disclosed in Schedule 2.1(q) attached hereto’s Knowledge, there exist no employment, consulting, severance or indemnification agreements between the Company and its Subsidiaries have never been the subject of any director, officer inspection or employee investigation relating to its compliance with or violation of the Company Immigration Laws, nor have they been warned, fined or otherwise penalized by reason of any agreement that would give such failure to comply with the Immigration Laws, nor is any Person such proceeding pending or to the right to receive any payment from the Company as a result of the MergerCompany’s Knowledge, threatened.

Employment Relations and Agreements. Except as set forth in Section 3.01(m) and 3.01(l) of the Company's disclosure letter, (i) Each each of the Company and its Subsidiaries is in substantial compliance in all material respects with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment employment, workers' compensation, plant closing, and wages and hours, and has not and is not engaged in any unfair labor practicepractice where the failure to be in compliance is reasonably likely to have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (viiii) no collective bargaining agreement is currently being negotiated by the Company or any of its SubsidiariesSubsidiaries and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement; and (viiiv) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has year except (in the case of this clause (iv)) as would not been, and to have a material adverse effect on the Company's knowledge, there will not be, any change in relations with employees Condition of the Company or any of and its Subsidiaries taken as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on the Companywhole. Except as disclosed in Schedule 2.1(qSection 3.01(m) attached hereto, of the Company's disclosure letter (a) there exist no employment, consulting, severance severance, indemnification agreements or indemnification deferred compensation agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Mergertransactions pursuant to this Agreement, and (b) the Company has no Knowledge that any executive officer of the Company or any other management personnel of the Company having a title of vice president or more senior is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that obligates such person to provide services or render advice to any person other than the Company or any of its Subsidiaries, or would limit (other than for the benefit of the Company or any of its Subsidiaries) the freedom of such person to engage in any line of business or to compete with any other person, in each such case, with respect to any business currently conducted by the Company or its Subsidiaries or reasonably related to the current business of the Company or its Subsidiaries. No payments or obligations to make any payments by the Company to any of its employees or consultants shall arise as a result of the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated hereby.

Employment Relations and Agreements. (i) Each of the ----------------------------------- Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable and local, and, to the best knowledge of the Company, foreign, laws respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, and occupational health and safety, and has not and is not engaged in any unfair labor practice; (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations BoardBoard or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the best knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no union or works council represents, claims to represent, or has represented any employees of the Company or any of its Subsidiaries and no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its SubsidiariesSubsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement; and (viivi) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during the last three years. There has not been, ; and to the Company's knowledge, there will not be, any change in relations with employees (vii) except as set forth on Schedule 4.11(vii) of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on the Company. Except as disclosed in Schedule 2.1(q) attached heretoDisclosure Letter, there exist has been no employment, consulting, severance "mass layoff" or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from "plant closing" by the Company as a result of defined in the MergerFederal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within one year prior to the Closing Date.

Employment Relations and Agreements. Except as set forth on Schedule 4.11(a) of the Company Disclosure Letter or in the Completed Commission Filings (i) Each each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hourshours applicable to such Person, as the case may be, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board ("NLRB"), (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (viivi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There has not been, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company's best knowledge, there will not becurrently threatened against the Company or any such Subsidiary, any change in relations with employees (ix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on the Company. Except as disclosed in Schedule 2.1(qSubsidiaries, (x) attached hereto, there exist no employment, consulting, severance or indemnification agreements between neither the Company nor any of its Subsidiaries had any occupational health and any director, officer or employee of safety claims against the Company or any agreement that would give any Person such Subsidiary, (xi) the right to receive any payment from Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the "IMMIGRATION LAWS") and (xii) there has been no "mass layoff" or "plant closing" by the Company as a result defined in the Federal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date. The Company and its Subsidiaries are not and have never been, to the knowledge of the MergerCompany, the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor have they been, to the knowledge of the Company, warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or, to the Company's knowledge, threatened.

Employment Relations and Agreements. (i) Each of the Company Seller and its Subsidiaries is in substantial compliance with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board (“NLRB”), (ii) to the Seller’s Knowledge, no unfair labor practice charge or complaint against the Company Seller or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable state or foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the Seller’s Knowledge, threatened against or involving the Company Seller or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company Seller or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company Seller or any of its Subsidiaries; Subsidiaries and (vii) neither the Company Seller nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (vi) neither the Seller nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There , (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Seller’s Knowledge, is threatened with respect to the Seller’s or its Subsidiaries’ operations, (viii) neither the Seller nor any of its Subsidiaries has not beenany Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Seller’s Knowledge, currently threatened against the Seller or any such Subsidiary, (ix) to the Seller’s Knowledge, no wage and hour department investigation has been made of the Seller or any of its Subsidiaries, (x) neither the Seller nor any of its Subsidiaries had any occupational health and safety claims against the Seller or any such Subsidiary, (xi) the Seller and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”), (xii) there has been no “mass layoff’ or “plant closing” by the Seller as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Company's knowledgeClosing Date, there will not beand (xiii) to the Seller’s Knowledge, no executive, key employee, or significant group of employees plans to terminate employment with any change in relations with employees of the Company Seller or any of its Subsidiaries as a result during the next twelve (12) months. To the Seller’s Knowledge, the Seller and its Subsidiaries have never been the subject of any inspection or investigation relating to its compliance with or violation of the transactions contemplated Immigration Laws, nor have they been warned, fined or otherwise penalized by this Agreement which could have a Material Adverse Effect on reason of any such failure to comply with the Company. Except as disclosed in Schedule 2.1(q) attached heretoImmigration Laws, there exist no employmentnor is any such proceeding pending or to the Seller’s Knowledge, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Mergerthreatened.

Employment Relations and Agreements. Except as set forth on Schedule 3.11: (i) Each each of the Company and its Subsidiaries is in substantial compliance in all material respects with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board (“NLRB”), (ii) to the Company’s Knowledge, no unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable state or foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the Company’s Knowledge, threatened against or involving the Company or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (viivi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There has not been, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Company's knowledge’s Knowledge, is threatened with respect to the Company’s or its Subsidiaries’ operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company’s Knowledge, currently threatened against the Company or any such Subsidiary, (ix) to the Company’s Knowledge, no wage and hour department investigation has been made of the Company or any of its Subsidiaries, (x) to the Company’s Knowledge neither the Company nor any of its Subsidiaries had any occupational health and safety claims against the Company or any such Subsidiary, (xi) the Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”), (xii) there will not behas been no “mass layoff” or “plant closing” by the Company as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any change in relations other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date, and (xiii) to the Company’s Knowledge, no executive, key employee, or significant group of employees plans to terminate employment with employees any of the Company or any of its Subsidiaries as a result of during the transactions contemplated by this Agreement which could have a Material Adverse Effect on next twelve (12) months. To the Company. Except as disclosed in Schedule 2.1(q) attached hereto’s Knowledge, there exist no employment, consulting, severance or indemnification agreements between the Company and its Subsidiaries have never been the subject of any director, officer inspection or employee investigation relating to its compliance with or violation of the Company Immigration Laws, nor have they been warned, fined or otherwise penalized by reason of any agreement that would give such failure to comply with the Immigration Laws, nor is any Person such proceeding pending or to the right to receive any payment from the Company as a result of the MergerCompany’s Knowledge, threatened.

Employment Relations and Agreements. (i) Each of the Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or to the best knowledge of the Company and the Sellers threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect material adverse effect on the Condition of the Company and its Subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and to the best knowledge of the Company and the Sellers no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during since the last three yearsdate of incorporation of the Company. There has is not been, now and to the Company's knowledgebest knowledge of the Company and the Sellers, there will not be, be any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which Transactions that could have a Material Adverse Effect material adverse effect on the CompanyCondition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 2.1(q) attached hereto3.12, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the MergerPurchase or Exchange.

Employment Relations and Agreements. (i) Each of the Company and its Subsidiaries subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) to the Company's knowledge, no unfair labor practice complaint against the Company or any of its Subsidiaries subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to the Company's knowledge, threatened against or involving the Company or any of its Subsidiariessubsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiariessubsidiaries; (v) to the Company's knowledge, no grievance which that might have a Material Adverse Effect material adverse effect on the Condition of the Company and its Subsidiaries subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently in effect or being negotiated by the Company or any of its Subsidiariessubsidiaries; and (vii) neither the Company nor any of its Subsidiaries subsidiaries has experienced any material labor difficulty during the last three years. There has not been, and to the best knowledge of the Company's knowledge, there will not be, any change in relations with employees of the Company or any of its Subsidiaries subsidiaries as a result of the transactions contemplated by this Agreement which that could have a Material Adverse Effect material adverse effect on the CompanyCondition of the Company and its subsidiaries or the Surviving Corporation taken as a whole. Except as disclosed in Schedule 2.1(q2.1(k) attached heretohereto (which schedule lists the maximum payment that could be owed), there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Merger.

Employment Relations and Agreements. To the best knowledge of the Company and the Principal Sellers, (i) Each each of the Company and its Subsidiaries is in substantial compliance with all foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no grievance which might have a Material Adverse Effect material adverse effect on the Condition of the Company and its Subsidiaries as a whole or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and to the best knowledge of the Company and the Principal Sellers no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has experienced any material labor difficulty during since the last three yearsdate of incorporation of the Company. There has is not been, now and to the Company's knowledgebest knowledge of the Company and the Principal Sellers, there will not be, be any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which Transactions that could have a Material Adverse Effect material adverse effect on the CompanyCondition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Schedule 2.1(q) attached hereto3.12, there exist no employment, consulting, severance or indemnification agreements between the Company and any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the Merger.

Employment Relations and Agreements. Except as set forth on Schedule 4.11(a) of the Company Disclosure Letter or in the Completed Commission Filings (i) Each each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hourshours applicable to such Person, as the case may be, and has not and is not engaged in any unfair labor practice; practice as determined by the National Labor Relations Board ("NLRB"), (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; NLRB or an equivalent tribunal under applicable foreign law, (iii) there is no labor strike, disputeslowdown, slowdown stoppage or stoppage actually material dispute pending or or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; , (v) no grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (viivi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years. There has not been, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company's best knowledge, there will not becurrently threatened against the Company or any such Subsidiary, any change in relations with employees (ix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on the Company. Except as disclosed in Schedule 2.1(qSubsidiaries, (x) attached hereto, there exist no employment, consulting, severance or indemnification agreements between neither the Company nor any of its Subsidiaries had any occupational health and any director, officer or employee of safety claims against the Company or any agreement that would give any Person such Subsidiary, (xi) the right to receive any payment from Company and each of its Subsidiaries is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the "Immigration Laws") and (xii) there has been no "mass layoff" or "plant closing" by the Company as a result defined in the Federal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to the Closing Date. The Company and its Subsidiaries are not and have never been, to the knowledge of the MergerCompany, the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor have they been, to the knowledge of the Company, warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor is any such proceeding pending or, to the Company's knowledge, threatened.

Employment Relations and Agreements. Except as set forth on Schedule 2.17 hereto, (i) Each each of the Company and its Subsidiaries is is, and at all times has been, in substantial compliance in all material respects with all foreign, federal, state or other applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) no material grievance which might have a Material Adverse Effect on the Company and its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no material claim therefor has been asserted; (vi) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries; and (vii) neither the Company nor any of and its Subsidiaries has taken as a whole have not experienced any material labor difficulty during the last three years. There has not beenbeen and, and to the knowledge of the Company's knowledge, there will not be, any change in relations with employees of the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement which could have a Material Adverse Effect on Agreement. Other than as contemplated by the Purchaser Documents, neither the Company nor any of its Subsidiaries has any written, or to the knowledge of the Company. Except as disclosed in Schedule 2.1(q) attached hereto, there exist no employmentany binding oral, consulting, employment or severance or indemnification agreements between the Company and agreement with any director, officer or employee of the Company or any agreement that would give any Person the right to receive any payment from the Company as a result of the MergerPerson.