Common use of Employment Relations and Agreements Clause in Contracts

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not engaged in any unfair labor 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 NLRB or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) no material grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending or, to the Knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations; (v) 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 Knowledge of the Company, threatened against the Company or any such Subsidiary; (vi) no wage and hour department investigation has been made of the Company or any of its Subsidiaries; (vii) 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; and (viii) there has 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 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.

Employment Relations and Agreements. (a) Except as set ----------------------------------- forth on Schedule 4.11 3.11(a) of the Company Disclosure Letter or in the Completed Commission Filings, Filings (i) each of the Company Operating Subsidiaries and its each of their respective Subsidiaries is in substantial material compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("NLRB")practice; (ii) no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage or material dispute pending -13- or, to the Knowledge knowledge of the Company, threatened against or involving the Company any Operating Subsidiary or any of its their respective Subsidiaries; (iii) no representation question exists respecting the employees of any Operating Subsidiary or any of their respective Subsidiaries; (iv) no collective bargaining agreement is currently being negotiated by any Operating Subsidiary or any of their respective Subsidiaries and none of the Operating Subsidiaries or any of their respective Subsidiaries is or has been a party to a collective bargaining agreement; (v) none of the Operating Subsidiaries or any of their respective Subsidiaries is experiencing or has experienced any material labor difficulty during the last three (3) years; and (vi) 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 knowledge of the Company, is threatened with respect to the Company's operations of the Operating Subsidiaries or its Subsidiaries' operations; (v) 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 Knowledge of the Company, threatened against the Company or any such Subsidiary; their respective Subsidiaries. (vib) no wage and hour department investigation has been made Except as set forth on Schedule 3.11(b) of the Company Disclosure Letter, there exist no employment, consulting, severance, indemnification or deferred compensation agreements between any Operating Subsidiary or any of its Subsidiaries; (vii) their respective Subsidiaries and any director, officer or employee of any Operating Subsidiary or any of their respective Subsidiaries or any agreement that would give any director, officer or employee of any Operating Subsidiary or any of their respective Subsidiaries the Company and each right to receive any payment from any Operating Subsidiary or any of its their respective Subsidiaries is in compliance in all material respects with the terms and provisions as a result of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder; and (viii) there has been no "mass layoff" or "plant closing" transactions contemplated by 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 Datethis Agreement.

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 4.12(a) of the Company Disclosure Letter or in the Completed Commission FilingsLetter, since January 1, 2000: (ia) each of the Company and its Subsidiaries is has operated in substantial compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("NLRB"); , (iib) no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; Law, (iiic) there is has been no labor strike, slowdown, stoppage or material dispute pending 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, (e) 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' operations; , (vh) 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 Knowledge of the Company, currently threatened against the Company or any such Subsidiary; , (vii) no wage and hour department investigation has been made of the Company or any of its Subsidiaries; , (viij) neither the Company nor any of its Subsidiaries had any occupational health and safety claims against the Company or any such Subsidiary, (k) the Company and each of its Subsidiaries is has operated 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; thereunder (the "Immigration Laws") and (viiil) there has 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 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 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 set forth on Schedule 4.12(b) of the Company Disclosure Letter, there currently exist no employment, consulting, severance, indemnification agreements or 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. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (a) (i) each Each of the Company and its Subsidiaries is in substantial compliance in all material respects with all federal, foreign, 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 as determined by the National Labor Relations Board ("“NLRB"”); , (ii) to the Company’s Knowledge, no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable state or foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge of 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 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, (vi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (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’s Knowledge, is threatened with respect to the Company's ’s or its Subsidiaries' ’ operations; , (vviii) 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 Knowledge of the Company’s Knowledge, currently threatened against the Company or any such Subsidiary; , (viix) to the Company’s Knowledge, no wage and hour department investigation has been made of the Company or any of its Subsidiaries; , (viix) 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; and thereunder (viiithe “Immigration Laws”), (xii) there has 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 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 any of the Company or any of its Subsidiaries during the next twelve (12) months other than the Terminated Company Employees. To the Company’s Knowledge, the Company and its Subsidiaries have never been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration 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 the Company’s Knowledge, threatened. (b) Section 3.11(b) of the Company Disclosure Letter sets forth the full amount due to each individual under the Company’s Change of Control Incentive Plan (the “COC Incentive Payments”).

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 4.11(a) of the Company Disclosure Letter or in the Completed Commission Filings, Filings (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, 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 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 NLRB or an equivalent tribunal under applicable foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge 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 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, (vi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (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 knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations; , (vviii) 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 Knowledge of the Company's best knowledge, currently threatened against the Company or any such Subsidiary; , (viix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries; , (viix) 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; thereunder (the "IMMIGRATION LAWS") and (viiixii) there has 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 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 Company, 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. (a) Except as set ----------------------------------- forth on Schedule 4.11 3.11(a) of the Company Disclosure Letter or in the Completed Commission Filings, Filings (i) each of the Company Operating Subsidiaries and its each of their respective Subsidiaries is in substantial material compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("NLRB")practice; (ii) no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company any Operating Subsidiary or any of its their respective Subsidiaries; (iii) no representation question exists respecting the employees of any Operating Subsidiary or any of their respective Subsidiaries; (iv) no collective bargaining agreement is currently being negotiated by any Operating Subsidiary or any of their respective Subsidiaries and none of the Operating Subsidiaries or any of their respective Subsidiaries is or has been a party to a collective bargaining agreement; (v) none of the Operating Subsidiaries or any of their respective Subsidiaries is experiencing or has experienced any material labor difficulty during the last three (3) years; and (vi) 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 knowledge of the Company, is threatened with respect to the Company's operations of the Operating Subsidiaries or its Subsidiaries' operations; (v) 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 Knowledge of the Company, threatened against the Company or any such Subsidiary; their respective Subsidiaries. (vib) no wage and hour department investigation has been made Except as set forth on Schedule 3.11(b) of the Company Disclosure Letter, there exist no employment, consulting, severance, indemnification or deferred compensation agreements between any Operating Subsidiary or any of its Subsidiaries; (vii) their respective Subsidiaries and any director, officer or employee of any Operating Subsidiary or any of their respective Subsidiaries or any agreement that would give any director, officer or employee of any Operating Subsidiary or any of their respective Subsidiaries the Company and each right to receive any payment from any Operating Subsidiary or any of its their respective Subsidiaries is in compliance in all material respects with the terms and provisions as a result of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder; and (viii) there has been no "mass layoff" or "plant closing" transactions contemplated by 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 Datethis Agreement.

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (i) The Purchaser and each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("NLRB"); (ii) no during the last two years. No material ---- unfair labor practice charge or complaint against the Company Purchaser or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) there . There is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the CompanyPurchaser, threatened against or involving the Company Purchaser or any of its Subsidiaries; (iv) no . No representation question exists respecting the employees of the Purchaser or any of its Subsidiaries. No collective bargaining agreement is currently being negotiated by the Purchaser or any of its Subsidiaries and neither the Purchaser nor any of its Subsidiaries is or has been a party to a collective bargaining agreement. Neither the Purchaser nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last two years. 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 knowledge of the CompanyPurchaser, is threatened with respect to the CompanyPurchaser's or its Subsidiaries' operations; (v) neither . Neither the Company Purchaser nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Knowledge knowledge of the CompanyPurchaser, currently threatened against the Company Purchaser or any such Subsidiary; (vi) no . No wage and hour department investigation has been made of the Company Purchaser or any of its Subsidiaries; (vii) . Neither the Company Purchaser nor any of its Subsidiaries had any occupational health and safety claims against the Purchaser or any such Subsidiary during the last two years. The Purchaser 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; and thereunder (viii) there the "Immigration Laws"). There has been no "mass layoff" or "plant closing" by the Company Purchaser 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. The Purchaser and its Subsidiaries have never been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration 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 the knowledge of the Purchaser, threatened.

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (i) each Each of the Company Seller and its Subsidiaries is in substantial compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("“NLRB"”); , (ii) to the Seller’s Knowledge, no material ---- unfair labor practice charge or complaint against the Company Seller or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable state or foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge of the CompanySeller’s Knowledge, threatened against or involving the Company Seller or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of the Seller or any of its Subsidiaries, (v) no collective bargaining agreement is currently being negotiated by the Seller or any of its Subsidiaries and neither the 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, (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 CompanySeller’s Knowledge, is threatened with respect to the Company's Seller’s or its Subsidiaries' ’ operations; , (vviii) neither the Company Seller nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Knowledge of the CompanySeller’s Knowledge, currently threatened against the Company Seller or any such Subsidiary; , (viix) to the Seller’s Knowledge, no wage and hour department investigation has been made of the Company Seller or any of its Subsidiaries; , (viix) neither the Seller nor any of its Subsidiaries had any occupational health and safety claims against the Seller or any such Subsidiary, (xi) the Company 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; and thereunder (viiithe “Immigration Laws”), (xii) there has been no "“mass layoff" ’ or "“plant closing" ” by the Company 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 Closing Date, and (xiii) to the Seller’s Knowledge, no executive, key employee, or significant group of employees plans to terminate employment with any of the Seller or any of its Subsidiaries 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 Immigration 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 the Seller’s Knowledge, threatened.

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 4.11(a) of the Company Disclosure Letter or in the Completed Commission Filings, Filings (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, 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 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 NLRB or an equivalent tribunal under applicable foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge 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 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, (vi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (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 knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operations; , (vviii) 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 Knowledge of the Company's best knowledge, currently threatened against the Company or any such Subsidiary; , (viix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries; , (viix) 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; thereunder (the "Immigration Laws") and (viiixii) there has 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 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 Company, 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 4.11 of the Company Disclosure Letter or in the Completed Commission FilingsFilings and except for those matters which have not had, do not have and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, as of the date of this Agreement, (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has is not engaged in any unfair labor practice as determined by the National Labor Relations Board ("NLRB"); (ii) as of the date of this Agreement, no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) as of the date of this Agreement, there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) as of the date of this Agreement, no material representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) as of the date of this Agreement, 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; (vi) as of the date of this Agreement, 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's knowledge, is threatened with respect to the Company's or its Subsidiaries' operations; (vvii)) as of the date of this Agreement, 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 Knowledge of the Company's knowledge, currently threatened against the Company or any such Subsidiary; (viviii) as of the date of this Agreement, no wage and hour department investigation has been made of the Company or any of its SubsidiariesSubsidiaries is pending; (viiix) no occupational health and safety claims against the Company or any of its Subsidiaries is pending; (x) 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 thereunderthereunder (the "Immigration Laws"); and (viiixi) there has 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 other mass layoff or plant closing ---- that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to earliest of the Closing Acceptance Date., Compulsory Completion Date, Scheme Effective Date and the termination of this Agreement pursuant to Section 8.1. As of the date of this Agreement, the Company and its Subsidiaries is not the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor, as of the date of this Agreement, 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 the Company's knowledge, threatened. Except as set forth on Schedule 4.11 of the Company Disclosure Letter or the Completed Commission Filings, as of the date of this Agreement, there exist no employment, consulting, severance, indemnification agreements or 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

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, (i) each Each of the Company Seller and its Subsidiaries is in substantial compliance with all federal, foreign, 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 as determined by the National Labor Relations Board ("“NLRB"); ”) or equivalent tribunal under applicable state or foreign law, (ii) to Seller’s Knowledge, no material ---- unfair labor practice charge or complaint against the Company Seller or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable state or foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge of the CompanySeller’s Knowledge, threatened against or involving the Company Seller or any of its Subsidiaries; , (iv) no representation question exists respecting the employees of Seller or any of its Subsidiaries, (v) no collective bargaining agreement is currently being negotiated by Seller or any of its Subsidiaries, and neither 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, (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 CompanySeller’s Knowledge, is threatened with respect to the Company's Seller’s or its Subsidiaries' ’ operations; , (vviii) neither the Company Seller nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Knowledge of the CompanySeller’s Knowledge, currently threatened against the Company Seller or any such Subsidiary; , (viix) to Seller’s Knowledge, no wage and hour department investigation has been made of the Company Seller or any of its Subsidiaries; , (viix) the Company neither Seller nor any of its Subsidiaries 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 Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder; thereunder and all equivalent applicable foreign laws (viiithe “Immigration Laws”), (xii) there has been no "“mass layoff" ’ or "“plant closing" ” by the Company Seller as defined in the Federal Workers Adjustment Retraining and Notification Act ("“WARN"”) or state or foreign law equivalent, 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 executive, key employee, or significant group of employees of the 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 investigation relating to its compliance with or violation of the Immigration 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. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission Filings, 3.11: (i) each of the Company and its Subsidiaries is in substantial compliance in all material respects with all federal, foreign, 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 as determined by the National Labor Relations Board ("“NLRB"”); , (ii) to the Company’s Knowledge, no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable state or foreign law; , (iii) there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge of 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 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, (vi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (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’s Knowledge, is threatened with respect to the Company's ’s or its Subsidiaries' ’ operations; , (vviii) 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 Knowledge of the Company’s Knowledge, currently threatened against the Company or any such Subsidiary; , (viix) to the Company’s Knowledge, no wage and hour department investigation has been made of the Company or any of its Subsidiaries; , (viix) 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; and thereunder (viiithe “Immigration Laws”), (xii) there has 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 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 any of the Company or any of its Subsidiaries during the next twelve (12) months. To the Company’s Knowledge, the Company and its Subsidiaries have never been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration 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 the Company’s Knowledge, threatened.

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 of the Company Disclosure Letter or in the Completed Commission FilingsFilings and except for those matters which have not had, do not have and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, as of the date of this Agreement, (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, state or other applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has is not engaged in any unfair labor practice as determined by the National Labor Relations Board ("NLRB"); (ii) as of the date of this Agreement, no material ---- unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) as of the date of this Agreement, there is no labor strike, slowdown, stoppage or material dispute pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iv) as of the date of this Agreement, no material representation question exists respecting the employees of the Company or any of its Subsidiaries; (v) as of the date of this Agreement, 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; (vi) as of the date of this Agreement, 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's knowledge, is threatened with respect to the Company's or its Subsidiaries' operations; (vvii)) as of the date of this Agreement, 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 Knowledge of the Company's knowledge, currently threatened against the Company or any such Subsidiary; (viviii) as of the date of this Agreement, no wage and hour department investigation has been made of the Company or any of its SubsidiariesSubsidiaries is pending; (viiix) no occupational health and safety claims against the Company or any of its Subsidiaries is pending; (x) 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 thereunderthereunder (the "Immigration Laws"); and (viiixi) there has 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 other mass layoff or plant closing ---- that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior to earliest of the Closing Acceptance Date., Compulsory Completion Date, Scheme Effective Date and the termination of this Agreement pursuant to Section 8.1. As of the date of this Agreement, the Company and its Subsidiaries is not the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor, as of the date of this Agreement, 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 the Company's knowledge, threatened. Except as set forth on Schedule 4.11 of the Company Disclosure Letter or the Completed Commission Filings, as of the date of this Agreement, there exist no employment,

Employment Relations and Agreements. Except as set ----------------------------------- forth on Schedule 4.11 in Section 3.01(m) and 3.01(l) of the Company Disclosure Letter or in the Completed Commission FilingsCompany's disclosure letter, (i) each of the Company and its Subsidiaries is in substantial compliance in all material respects with all 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 practice 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 determined by the National Labor Relations Board ("NLRB")a whole; (ii) no material ---- unfair labor practice charge or complaint against representation question exists respecting the Company or any employees of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign law; (iii) there is no labor strike, slowdown, stoppage pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iviii) no material grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending or, currently being negotiated by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries is a party to the Knowledge of the Company, is threatened with respect to the Company's or its Subsidiaries' operationsa collective bargaining agreement; and (viv) neither the Company nor any of its Subsidiaries has experienced any Equal Employment Opportunity Commission charges or other claims labor difficulty during the last year except (in the case of employment discrimination pending or, to this clause (iv)) as would not have a material adverse effect on the Knowledge Condition of the Company and its Subsidiaries taken as a whole. Except as disclosed in Section 3.01(m) of the Company's disclosure letter (a) there exist no employment, threatened against consulting, severance, indemnification agreements or 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 transactions 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 Subsidiary; person to provide services or render advice to any person other than the Company or any of its Subsidiaries, or would limit (vi) no wage and hour department investigation has been made other than for the benefit of the Company or any of its Subsidiaries; (vii) the Company and freedom of such person to engage in any line of business or to compete with any other person, in each of its Subsidiaries is in compliance in all material respects such case, with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder; and (viii) there has been no "mass layoff" or "plant closing" respect to any business currently conducted by the Company as defined in the Federal Workers Adjustment Retraining and Notification Act ("WARN") or state law equivalent, its Subsidiaries or any other mass layoff or plant closing ---- that would trigger notice pursuant to WARN or state law equivalent, within ninety (90) days prior reasonably related to the Closing Datecurrent 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.