Common use of Employment Relations Clause in Contracts

Employment Relations. (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Seller is in compliance with all Federal, state and other applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not engaged in any unfair labor practice which, in any of the foregoing cases, could have a Material Adverse Effect on the Assets or Business; (b) there is not pending, or to the best of Seller's and/or either Principal Shareholders' respective knowledge, threatened any unfair labor practice charge or complaint against Seller by or before the National Labor Relations Board or any comparable state agency or authority; (c) there is no labor strike, dispute, slowdown or stoppage pending or, to the best of Seller's and/or either Principal Shareholders' respective knowledge, threatened against or involving Seller; (d) neither Seller either of the Principal Shareholders is aware of any union organization effort respecting the employees of Seller; (e) no grievance which might have an adverse effect on Seller or the conduct of its Business, nor any arbitration proceeding arising out of or under any collective bargaining agreement, is pending and no claim therefor has been asserted; (f) no litigation, arbitration, administrative proceeding or governmental investigation is now pending, and, to the best of Seller's and/or either Principal Shareholder's respective knowledge, no person or party has made any claim or has threatened litigation, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees or employment practices; (g) no collective bargaining agreement is currently being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto no officer or key employee of the Seller has announced or otherwise indicated that he/she will terminate his/her relationship with the team as a result of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoing, to the best of Seller's and/or either Principal Shareholder's respective knowledge, Seller is in compliance with the Immigration Reform and Control Act of 1986, as amended, and maintains a current Form I-9 as required by such Act in the personnel file of each employee hired after November 9, 1986.

Employment Relations. Except as set forth in Schedule 3.20: (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Seller The Company has been and is in compliance in all material respects with all Federal, state and other applicable laws, rules and regulations Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, ; (b) The Company has not been and has is not engaged in any unfair labor practice which, in any of the foregoing cases, could have a Material Adverse Effect on the Assets or Business; (b) there is not pending, or to the best of Seller's and/or either Principal Shareholders' respective knowledge, threatened any and no unfair labor practice charge or complaint against Seller by or the Company is pending before the National Labor Relations Board or any comparable state agency or authority; Board; (c) there There is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of Seller's and/or either Principal Shareholders' respective knowledge, threatened against or involving Seller; the Company or the Business and since the Company's formation, the Company has not experienced any labor strike or material concerted labor dispute; (d) neither Seller either of the Principal Shareholders No union is aware of any currently certified, and there is no union organization effort respecting the employees of Seller; (e) no grievance which might have an adverse effect on Seller or the conduct of its Business, nor any arbitration proceeding arising out of or under any collective bargaining agreement, is pending and no claim therefor has been asserted; (f) no litigation, arbitration, administrative proceeding or governmental investigation is now pending, representation question and, to the best knowledge of Seller's and/or either Principal Shareholder's respective knowledge, no person union or party has made other organizational activity that would be subject to the National Labor Relations Act (20 U.S.C. 151 et seq.) existing or threatened with respect to the Company; (e) The Company is not subject to or bound by any claim collective bargaining or has threatened litigationlabor union agreement applicable to any Person employed by the Company, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees or employment practices; (g) and no collective bargaining or labor union agreement is currently being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto the Company; (f) The Company has not experienced any material labor difficulty or work stoppage since its formation; (g) The Company has no officer Equal Employment Opportunity Commission charges or key employee other claims of the Seller has announced or otherwise indicated that he/she will terminate his/her relationship with the team as a result of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoingemployment discrimination pending or, to the best knowledge of Seller's and/or either Principal Shareholder's respective knowledge, Seller is threatened against the Company; (h) To the knowledge of Seller, no wage and hour department investigation has been made of the Company since its formation; (i) There are no occupational health and safety claims pending or, to the knowledge of Seller, threatened against the Company or that relate to its business or property; (j) Since its formation, the Company has not (i) engaged in compliance with the Immigration Reform layoffs or employment terminations sufficient in timing and Control Act of 1986, number to constitute (A) a "mass layoff" (as amended, and maintains a current Form I-9 as required by such Act defined in the personnel file Worker Adjustment and Retraining Notification Act ("WARN")) or (B) an "employment loss" (as defined in WARN) or (ii) effected a "plant closing" (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company; the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Law; (k) Prior to the date hereof, an accurate and complete list showing the names of all individuals whose compensation from the Company for services rendered during the fiscal year ended on the Balance Sheet Date exceeded an annualized rate of $50,000, together with a statement of the full amount paid or payable to each employee hired after November 9such person for services rendered during such fiscal year has been made available to Purchaser; and (l) The Company is not a governmental contractor for purposes of any federal, 1986state or local Law.

Employment Relations. (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Seller is in compliance with all Federal, state and other applicable laws, rules and regulations Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by Seller as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in all material respects. There are no Actions against Seller pending, or to the Knowledge of Seller, threatened to be brought or filed, by or with any Body or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Business, including, without limitation, any Claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under applicable Laws. Seller has not engaged in any unfair labor practice which, in any of the foregoing cases, could have a Material Adverse Effect materially adverse effect on the Assets or the Business; . (b) there There is not pending, or or, to the best Knowledge of Seller's and/or either Principal Shareholders' respective knowledge, threatened threatened, any unfair labor practice charge or complaint against Seller by or before the National Labor Relations Board or any comparable state agency or authority; . (c) Seller is not, and has not been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a Union, and there is not, and has not been, any Union representing or purporting to represent any employee of Seller, and to the Knowledge of Seller, no labor Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, disputeslowdown, slowdown work stoppage, lockout, concerted refusal to work overtime or stoppage pending or, other similar labor disruption or dispute affecting Seller or any employees of the Business. Seller has no duty to the best bargain with any Union and no Union represents any of Seller's and/or either Principal Shareholders' respective knowledge’s employees, threatened against or involving Seller; (d) neither and Seller either of the Principal Shareholders is not aware of any union Union organization effort respecting the employees of Seller; . (ed) no No grievance which might have an adverse effect on Seller or the conduct of its Business, nor any arbitration proceeding arising out of or under any collective bargaining agreement, is pending in any employment relations related matter and no claim Claim therefor has been asserted; . (fe) no litigation, arbitration, administrative proceeding or governmental investigation No Action is now pending, andpending and no Person has made any Claim or, to the best Knowledge of Seller's and/or either Principal Shareholder's respective knowledge, no person or party has made any claim or has threatened litigation, arbitration, administrative proceeding or governmental investigation an Action against Seller arising out of any law Law relating to discrimination against employees employees, sexual harassment or employment practices; . (gf) no No collective bargaining agreement is currently in effect or being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto no officer or key employee of the . (g) Seller has announced or otherwise indicated not experienced any material labor difficulties during the last three (3) years. (h) Seller is not subject to, and not in violation of W.A.R.N., and Seller has no plans to undertake any action that he/she will terminate his/her relationship would trigger W.A.R.N. (i) With respect to each Contract with the team as a result of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoing, to the best of Seller's and/or either Principal Shareholder's respective knowledgeBody, Seller is not subject to, or in violation of, Executive Order No. 11246 of 1965 ("E.O. 11246"), Section 503 of the Rehabilitation Act of 1973 ("Section 503") and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 ("VEVRAA"), including all implementing regulations. Seller is not subject to, or in violation of, affirmative action plans in compliance with the Immigration Reform E.O. 11246, Section 503 and Control Act of 1986VEVRAA, as amendedincluding all implementing regulations. Seller is not, and maintains a current Form I-9 as required has not been the subject of any audit, investigation or enforcement Action by such Act any Body in connection with any Body Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the personnel file of each employee hired after November 9, 1986United States government or any government contractor.

Employment Relations. Except as set forth on Section 3.20 of the Stockholder Disclosure Schedule, (a) To neither the best Company nor any of Seller's and/or either Principal Shareholder respective knowledge, Seller its subsidiaries is in compliance with all Federal, state and other applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not engaged in any unfair labor practice which, in any of the foregoing cases, could have a Material Adverse Effect on the Assets or Businesspractice; (b) there is not pending, or to the best of Seller's and/or either Principal Shareholders' respective knowledge, threatened any no unfair labor practice charge or complaint against Seller by or before the National Labor Relations Board Company or any comparable state agency or authorityof its subsidiaries is pending before any Governmental Authority; (c) there is no organized labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of Seller's and/or either Principal Shareholders' respective knowledgeStockholder, threatened against or involving Sellerthe Company or any of its subsidiaries; (d) neither Seller either there are no labor unions representing or, to the knowledge of the Principal Shareholders is aware of any union organization effort respecting Stockholder, attempting to represent the employees of Sellerthe Company or any of its subsidiaries; (e) no claim or grievance which might have an adverse effect on Seller or the conduct of its Business, nor any arbitration proceeding arising out of or under any collective bargaining agreementagreement is pending, is pending and to the knowledge of Stockholder, no such claim therefor or grievance has been assertedthreatened; (f) no litigation, arbitration, administrative proceeding or governmental investigation is now pending, and, to the best of Seller's and/or either Principal Shareholder's respective knowledge, no person or party has made any claim or has threatened litigation, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees or employment practices; (g) no collective bargaining agreement is currently being negotiated by Sellerthe Company or any of its subsidiaries; and (g) neither the Company nor any of its subsidiaries has experienced any work stoppage or similar organized labor dispute during the last three years. Except With respect to each Employee (as set forth on Schedule 3.23 attached hereto no officer or key employee defined in 8 C.F.R. 274a.1(f)) of the Seller has announced Company or otherwise indicated that he/she will terminate his/her relationship with the team as a result any of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoing, to the best of Seller's and/or either Principal Shareholder's respective knowledge, Seller is in its subsidiaries for whom compliance with the Immigration Reform Act (the "Immigration Act") is required, the Company or such subsidiary has on file a true, accurate and Control Act complete copy of 1986, as amended, and maintains a current (i) each Employee's Form I-9 as required (Employment Eligibility Verification Form) and (ii) all other records, documents or other papers prepared, procured and/or retained pursuant to the Immigration Act. Neither the Company nor any of its subsidiaries has been cited, fined, served with a Notice of Intent to Fine or with a Cease and Desist Order, nor has any action or administrative proceeding been initiated or, to the knowledge of Stockholder, threatened against the Company or any of its subsidiaries by such Act in the personnel file Immigration and Naturalization Service by reason of each employee hired after November 9, 1986any actual or alleged failure to comply with the Immigration Act.

Employment Relations. Except as set forth on Schedule 3.15 attached hereto: (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Seller Company is in substantial compliance with all Federalfederal, state and or other domestic applicable laws, rules and regulations 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 which, in any of the foregoing cases, could have a Material Adverse Effect on the Assets or Business; practice; (b) there is not pending, or to the best of Seller's and/or either Principal Shareholders' respective knowledge, threatened any no unfair labor practice charge or complaint against Seller by or the Company, is pending or, to either Sellers actual knowledge after Due Inquiry, threatened before the National Labor Relations Board or any comparable state agency or authority; Board; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best of ether Seller's and/or either Principal Shareholders' respective knowledgeactual knowledge after Due Inquiry, threatened against or involving Seller; the Company; (d) neither Seller to either of the Principal Shareholders is aware of any Seller's actual knowledge after Due Inquiry, no collective bargaining or union organization effort representation question exists respecting the employees of Seller; the Company; (e) no material grievance which might have an adverse effect on Seller upon the Company or the conduct of its Businessbusiness, nor any and no arbitration proceeding arising out of or under any collective bargaining agreement, agreement with respect to employees of the Company is pending and no claim therefor has been asserted; ; (f) no litigation, arbitration, administrative proceeding or governmental investigation is now pending, and, to the best of Seller's and/or either Principal Shareholder's respective knowledge, no person or party has made any claim or has threatened litigation, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees or employment practices; (g) no collective bargaining agreement is currently applicable to the Company or is being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto no officer the Company with respect to employees of any such entity; (g) none of the Company or key either Seller has received any notice of the termination of employment from any employee of the Seller has announced Company nor any notification of intent to leave by any employee of the Company, in each case who receives total compensation (including salary and bonus) from the Company in excess of $50,000 per year; (h) there exists no written or otherwise indicated oral employment, consulting, severance or indemnification agreements with respect to employees of the Company or any agreement that he/she will terminate his/her relationship with would give am Person the team right to receive any payment from the Company as a result of the announcement of the transactions contemplated by this Agreement. Without limiting ; and (i) the foregoing, to the best of Seller's and/or either Principal Shareholder's respective knowledge, Seller Company is in compliance with the Immigration Reform requirements of the Federal Workers' Employment and Control Retraining Notification Act of 1986(hereinafter referred to as "WARN") and the Company, as amended, and maintains a current Form I-9 as required by such Act in the personnel file of each employee hired after November 9, 1986has no liabilities pursuant to WARN.

Employment Relations. (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Seller (i) is in compliance with all Federalfederal, state and other applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees, and has remitted such withholdings to the appropriate Body; (iii) is not liable for any arrears of wages, including vacation pay, overtime pay or pay equity adjustments or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any Body, with respect to unemployment compensation benefits, Social Security, or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has properly reflected and accrued on its Books and Records all vacation pay for Employees; and (vi) has not engaged in any unfair labor practice which, in any of the foregoing cases, could have a Material Adverse Effect on the Assets or Business; practice. (b) there There is not pending, or or, to the best Knowledge of Seller's and/or either Principal Shareholders' respective knowledge, threatened threatened, any unfair labor practice charge or complaint against Seller either by or before the National Labor Relations Board or any comparable state agency or authority; . (c) there There is no labor strike, dispute, slowdown or stoppage pending or, to the best Knowledge of Seller's and/or either Principal Shareholders' respective knowledge, threatened against or involving Seller; threatened. (d) neither Seller either No union represents any of the Principal Shareholders Employees and Seller is not aware of any union organization effort respecting the employees of Seller; Employees. (e) no No grievance which might have an adverse effect on Seller or the conduct of its Business, nor any arbitration proceeding arising out of or under any collective bargaining agreementagreement is pending, is pending and no claim therefor has been asserted; asserted against Seller. (f) no litigation, arbitration, administrative proceeding or governmental investigation No Action is now pending, and, to the best Knowledge of Seller's and/or either Principal Shareholder's respective knowledge, no person or party Person has made any claim or has threatened litigationan Action, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees employees, sexual harassment or employment practices; . (g) no No collective bargaining agreement is currently in effect or being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto no officer or key employee of the . (h) The Seller has announced or otherwise indicated that he/she will terminate his/her relationship with not experienced any material labor difficulties during the team as a result of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoing, to the best of Seller's and/or either Principal Shareholder's respective knowledge, Seller is in compliance with the Immigration Reform and Control Act of 1986, as amended, and maintains a current Form I-9 as required by such Act in the personnel file of each employee hired after November 9, 1986last three (3) years.

Employment Relations. (a) To the best of Seller's and/or either Principal Shareholder respective knowledge, Except as set forth on Schedule 3.16(a): (i) Seller is in compliance in all material respects with all Federalfederal, state and or other applicable laws, rules and regulations 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 which, in any with respect to employees of the foregoing cases, could have a Material Adverse Effect on the Assets or BusinessSeller; (bii) there no unfair labor practice complaint against Seller is not pendingpending or, or to the best Knowledge of Seller's and/or either Principal Shareholders' respective knowledgeSeller and Shareholder, threatened any unfair labor practice charge or complaint against Seller by or before the National Labor Relations Board Board, the Equal Employment Opportunity Commission, or any comparable state agency or authoritygovernment body; (ciii) there is no labor strike, dispute, slowdown slowdown, or stoppage actually pending or, to the best Knowledge of Seller's and/or either Principal Shareholders' respective knowledgeSeller and Shareholder, threatened against or involving Seller; (div) neither Seller either of the Principal Shareholders is aware of any union organization effort no representation question exists respecting the employees of Seller; (ev) no grievance which might have an adverse effect on upon Seller or the conduct of its Business, nor any and no arbitration proceeding arising out of or under any collective bargaining agreement, is agreement with respect to employees of Seller are pending and no claim therefor has been asserted; (f) no litigation, arbitration, administrative proceeding or governmental investigation is now pending, and, to the best of Seller's and/or either Principal Shareholder's respective knowledge, no person or party has made any claim or has threatened litigation, arbitration, administrative proceeding or governmental investigation against Seller arising out of any law relating to discrimination against employees or employment practices; (gvi) no collective bargaining agreement is currently applicable to Seller or is being negotiated by Seller. Except as set forth on Schedule 3.23 attached hereto no officer or key employee of the Seller has announced or otherwise indicated that he/she will terminate his/her relationship with the team as a result of the announcement of the transactions contemplated by this Agreement. Without limiting the foregoing, to the best of Seller's and/or either Principal and Shareholder's respective knowledgeKnowledge, applied for with respect to employees of Seller; (vii) there exists no written or oral employment, consulting, sales representation, broker, severance or indemnification agreements with respect to employees of Seller in the Business or applicable to Seller or Shareholder that would give, either directly or indirectly, any Person the right to receive any payment from any assignee of Seller, including Buyer, as a result of this Agreement; and (viii) Seller is in compliance and shall comply with the Immigration Reform requirements of the Federal Workers' Adjustment and Control Retraining Notification Act (hereinafter referred to as "WARN") by no later that the Closing Date. (b) Attached hereto as Schedule 3.16(b) is an accurate and complete preliminary listing of 1986the employees of the Business affected by the application of WARN to the Sale Transaction, as amendedtheir current wages and benefits, and maintains the estimated wages and benefits required to be paid to such employees as a current Form I-9 direct result of the application of WARN to the Sale Transaction (excluding administrative or legal costs and fees) ("WARN Wage Expenses"). Seller shall update Schedule 3.16(b) as required by such Act in of the personnel file of each employee hired after November 9, 1986Closing Date.