Common use of Labor and Employee Relations Clause in Contracts

Labor and Employee Relations. Except as set forth on Schedule 5.22, or as would not be material: (a) no labor union has filed any representation petition or made any written or oral demand for recognition relating to the Company’s or any of its Subsidiaries’ employees, (b) to the Company’s Knowledge, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certifications election with respect to the Company’s or any Subsidiary’s employees and (c) within the past three years no labor strike, material work stoppage, material slowdown, or other material labor dispute has occurred, and none is underway or, to the Company’s Knowledge, threatened and (d) the reserves on the Balance Sheet for workers’ compensation liability, plus any such reserves made in the financial statements of the Company and its Subsidiaries with respect to periods following the Balance Sheet Date, comply in all material respects with the requirements of GAAP. To the Company’s Knowledge, from the Balance Sheet Date to the date hereof, no employee of the Company or any of the Subsidiaries serving in the capacity of site manager has notified the Company or any of its Subsidiaries of any such site manager’s present intention to terminate his or her employment. With respect to the transaction contemplated hereby, any notice required under any collective bargaining agreement has been, or prior to the Closing Date will be, given, and any bargaining obligations with any employee representative will be satisfied. Within the past three years, neither the Company nor any of the Subsidiaries has implemented any plant closing or layoff of employees that could implicate the WARN Act, and neither the Company nor any of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN Act.

Labor and Employee Relations. (a) Complete and accurate copies of all written employment and consulting agreements of the persons required to be listed on SCHEDULE 4.14 to which any Seller is a party have been made available to the Buyer. (b) Except as shown on SCHEDULE 4.15(b) hereto: (i) none of the employees of any Seller are covered in their employment with any Seller by any collective bargaining agreement with any trade or labor union, employees' association or similar association or any industry-wide labor agreement; (ii) no labor organization or group of employees has made a pending demand for recognition; (iii) there are no labor representation questions involving any Seller; and (iv) there is no organizing activity involving any Seller pending by any labor organization or group of employees. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances or lockouts pending, or to the knowledge of Sellers, threatened, with respect to the employees of any Seller, nor has any Seller experienced any work stoppage or other material organized labor difficulty during the three (3) years immediately preceding the date of this Agreement. (c) Except as set forth on Schedule 5.22SCHEDULE 4.15(c) hereto, or as would not be material: (a) no labor union has filed any representation petition or made any written or oral demand for recognition relating to the Company’s or any of its Subsidiaries’ employees, (b) to the Company’s Knowledge, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certifications election with respect to the Company’s or any Subsidiary’s employees and (c) within the past three years no labor strike, material work stoppage, material slowdown, or other material labor dispute has occurred, and none is underway or, to the Company’s Knowledge, threatened and (d) the reserves on the Balance Sheet for workers’ compensation liability, plus any such reserves made in the financial statements of the Company and its Subsidiaries with respect to periods following the Balance Sheet Date, comply Sellers have complied in all material respects with all applicable Laws of each relevant jurisdiction relating to the requirements employment of GAAPlabor, including, without limitation, those relating to dismissal, redundancy, minimum notice, wages, hours, unfair labor practices, discrimination, civil rights, plant closings, immigration and the collection and payment of social security and similar taxes. (d) Except as set forth on SCHEDULE 4.15(d) hereto, there are no complaints that have been served to any Seller and, to the Sellers' knowledge, there are no other complaints, proceedings, investigations or charges against any Seller pending or threatened before any Governmental Authority, by or on behalf of any employee or former employee of any Seller. (e) Except as set forth on SCHEDULE 4.15(e) hereto, the Sellers have paid in full (or accrued for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. To None of the Company’s KnowledgeSellers has or will have on the Closing Date, from any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items, whether arising as a matter of law, labor agreement, or otherwise, other than as set forth on the Base Balance Sheet Date to or arising after the date hereofthereof in the ordinary course of business consistent with past practices and set forth on the Closing Estimated Balance Sheet. Except as set forth in SCHEDULE 4.15(e) hereto, no employee the execution, delivery and performance of this Agreement and the consummation of the Company transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law. (f) Except as set forth on SCHEDULE 4.15(f) hereto, since January 1, 2000 there has not been any of the Subsidiaries serving in the capacity of site manager has notified the Company fine or penalty imposed or asserted against any of its Subsidiaries Seller under any laws (whether national, regional or local) of any such site manager’s present intention applicable jurisdiction relating to terminate his employment, immigration or her employment. With respect to the transaction contemplated hereby, any notice required under any collective bargaining agreement has been, or prior to the Closing Date will be, given, and any bargaining obligations with any employee representative will be satisfied. Within the past three years, neither the Company nor any of the Subsidiaries has implemented any plant closing or layoff of employees that could implicate the WARN Act, and neither the Company nor any of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN Actoccupational safety matters.

Labor and Employee Relations. (a) Seller is not a party to or has any obligations under any collective bargaining agreements or other labor union contracts or other oral or written understanding with any labor organization representing any employee of Seller. (b) No such agreements, understandings, or contracts have been requested by any employee or group of employees of Seller, nor has there been any discussion with respect thereto by management of Seller since January 1, 2000. (c) Since January 1, 2000, Seller has not received any written notification of any unfair labor practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current or threatened union representation claims or petitions involving any of the employees of Seller, nor to the Knowledge of Seller have any such charges, complaints, claims or petitions been threatened. (d) Since January 1, 2000, and to the Knowledge of Seller, there are and have been no union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of Seller. Seller has not received any notice of, nor are there currently pending, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of Seller. (e) As of the date hereof, there are no strikes, work stoppages, work slowdowns, labor disputes or lockouts nor, to the Knowledge of Seller, any threats thereof, by or with respect to any of the employees of Seller. Since January 1, 2000, there have been no labor disputes, strikes, slowdowns, work stoppage, lockouts or similar matters (except for routine grievance matters) involving employees of Seller. (f) Within the last three (3) years, Seller has not received notice of, nor to the Knowledge of Seller are there any, pending grievances filed by employees, or former employees of Seller within any collective bargaining unit or by representatives of such employees within any collective bargaining unit. Further, within the last three (3) years, Seller has not received any notice of nor, to the Knowledge of Seller, are there any citations, investigations, orders, fines, findings, awards, arbitration decisions, settlement agreements, injunctions, consent decrees or conciliation agreements involving the employment of any person by Seller. (g) Except as set forth on Schedule 5.22the Labor and Employee Relations Schedule, or as would not be material: (a) no labor union has filed any representation petition or made any written or oral demand for recognition relating to the Company’s or any of its Subsidiaries’ employees, (b) to the Company’s Knowledge, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certifications election with respect to the Company’s or any Subsidiary’s employees and (c) within the past last three years no labor strike(3) years, material work stoppageSeller has not received any notice of, material slowdown, or other material labor dispute has occurred, and none is underway nor are there any (i) pending or, to the Company’s KnowledgeKnowledge of Seller, threatened threatened, charges of discrimination or lawsuits involving any alleged violation of any fair employment or equal employment opportunity law, wage payment law, occupational safety and health law, or other employment law, (dii) pending or, to the reserves on Knowledge of Seller, threatened, litigation arising out of any past or present employment or independent contractor relationship, or other employment-related law, whether federal, state or local, or (iii) pending or, to the Balance Sheet for workers’ compensation liabilityKnowledge of Seller, plus threatened, litigation arising out of any employment relationship, by any applicant, employee or former employee, independent contractor or any heir, beneficiary or representative of any such reserves made in the financial statements Person or Persons. Seller has not received notice of the Company and its Subsidiaries any charge or claim involving any of Seller's respective facilities, employees, or former employees that is pending with respect to periods following equal employment opportunity, unlawful discrimination, occupational safety or wage payment law (other than claims arising under applicable worker's compensation statutory or regulatory requirements which claims, individually or in the Balance Sheet Dateaggregate, would not have a Material Adverse Effect), or any other form of alleged employment practice or unfair labor practice. (h) Except as set forth on the Labor and Employee Relations Schedule, Seller, and each Plan in which current or former employees of Seller participate, comply in with all material respects with applicable Laws, rules and regulations relating to the requirements employment of GAAP. To labor, and the Company’s Knowledgeengagement of independent contractors, including, but without limitation, those relating to wages, hours, concerted activity, non-discrimination, occupational health and safety, and the payment and withholding of all amounts required by law or contract to be withheld from the Balance Sheet Date wages or salaries of their respective employees, and Seller does not have any accrued liability for any arrears of wages or any Taxes or penalties for failure to the date hereof, no employee of the Company or comply with any of the Subsidiaries serving foregoing, other than for violations or failures to comply which would not have a Material Adverse Effect. (i) Except as set forth on Labor and Employee Relations Schedule, there are no employment agreements or consultant agreements to which Seller is a party or is bound which will remain in effect after the capacity of site manager has notified the Company or any of its Subsidiaries of Closing. The parties agree that WTI is not assuming, and shall have no liability under, any such site manager’s present intention to terminate his or her agreements. (j) The Labor and Employee Relations Schedule sets forth the names of each of the current employees of Seller (as of June 16, 2003), their salaries and duration of employment. With respect to All personnel working at the transaction contemplated herebyFacility are employees of Seller, any notice required except as disclosed on the Labor and Employee Relations Schedule. (k) It is agreed and understood that WTI is not assuming and shall have no liability under any collective bargaining agreement has been, agreements or prior to the Closing Date will be, given, and any bargaining obligations other contracts or understandings that Seller may have with any employee representative will be satisfied. Within the past three years, neither the Company nor any of the Subsidiaries has implemented any plant closing or layoff of employees that could implicate the WARN Act, and neither the Company nor any of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN Actlabor organization.

Labor and Employee Relations. Except as set forth on Schedule 5.22, The Seller is not a party to or as would not be material: (a) no bound by any collective bargaining agreement or any other agreement with a labor union or other collective bargaining representative, and there has filed been no effort by any representation petition labor union or made any written or oral demand for recognition relating other collective bargaining representative during the 24 months prior to the Company’s date hereof to organize any Store Employees into one or any of its Subsidiaries’ employeesmore collective bargaining units. There is not pending or, (b) to the Company’s Knowledgebest of the Seller's or the Parent's knowledge, there threatened any labor dispute, strike or work stoppage which affects or which may affect the business or operations of the Stores or which may interfere with its continued operation. The Seller (A) is no union campaign being conducted to solicit cards from employees to authorize a union to request a not engaged, nor has it since January 1, 1995, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1995, any unfair labor practice charges or complaints before the National Labor Relations Board certifications election with respect to the Company’s or any Subsidiary’s employees and (c) within the past three years no labor strike, material work stoppage, material slowdown, or other material labor dispute has occurred, and none is underway pending or, to the Company’s Knowledgebest of the Seller's or the Parent's knowledge, threatened against it, and (dB) has no, and has not had since January 1, 1995, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the reserves on the Balance Sheet for workers’ compensation liability, plus any such reserves made in the financial statements best of the Company and its Subsidiaries with respect to periods following Seller's or the Balance Sheet DateParent's knowledge threatened, comply in all material respects with against it. There has been no strike, walkout or work stoppage involving any of the requirements of GAAP. To Store Employees during the Company’s Knowledge, from the Balance Sheet Date 24 months prior to the date hereof. Neither the Seller nor the Parent is aware that any executive or key employee or group of employees relating to the Stores has any plans to terminate his, no her or their employment with the Seller. The Seller (i) is, and has always been since January 1, 1995, in substantial compliance with all applicable laws and regulations regarding labor and employment practices which relate to the Stores, including, without limitation, terms and conditions of employment, equal employment opportunity, employee compensation, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, workers' compensation, disability, unemployment compensation, child labor, whistleblower laws or other employment or labor relations laws, and (ii) has no, and has not had since January 1, 1995, any charges, complaints, or proceedings before the Equal Employment Opportunity Commission, Department of Labor or any other governmental authority responsible for regulating labor or employment practices which relate to the Stores, pending, or, to the best of the Company Seller's or any of the Subsidiaries serving Parent's knowledge, threatened against it other than as set forth in the capacity of site manager has notified the Company or any of its Subsidiaries of any such site manager’s present intention to terminate his or her employmentSchedule 4.19. With respect to the transaction contemplated hereby, any notice required under any collective bargaining agreement has been, or prior to the Closing Date will be, given, and any bargaining obligations with any employee representative will be satisfied. Within the past three years, neither the Company nor any of the Subsidiaries has implemented any plant closing or layoff of employees that could implicate the WARN Act, and neither the Company nor any of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN Act.-------------

Labor and Employee Relations. (a) Except as set forth on Schedule 5.223.15(a), (i) none of the Companies is presently a party to, bound by, or as would not be material: (a) no labor union has filed any representation petition or made negotiating with respect to any written collective bargaining agreement with any union in respect of the Company Employees; (ii) there is not currently any unfair labor practice charge, action, inquiry, proceeding, complaint, claim, or oral demand for recognition investigation pending or, to the Knowledge of Seller, threatened against any Company or otherwise affecting any Company; (iii) there is no written grievance or arbitration proceeding pending or, to the Knowledge of Seller, threatened against any Company; (iv) there is not currently nor has there been during the twelve months prior to the date of this Agreement any labor strike, slowdown, work stoppage, dispute, union organizational campaigns or representation proceedings, lockout or other labor controversy in effect, or, to the Knowledge of Seller, threatened against the Companies; (v) none of the Companies is a party to, or otherwise bound by, any consent decree, order, award, or citation by any Governmental Authority relating to Company Employees, employment practices, or the Company’s payment of any wages or any of its Subsidiaries’ employees, benefits; and (bvi) to the Company’s KnowledgeKnowledge of Seller, there is no union campaign being conducted actual or alleged breach of the material terms of any contractual obligations governing the employment of the Company Employees. (b) Except as set forth on Schedule 3.15(b) no consultant, contract employee, or leased employee has been engaged by any Company to solicit cards from employees whom annual payments could reasonably be expected to authorize a union to request a National Labor Relations Board certifications election with respect to exceed US$50,000 in the Company’s or any Subsidiary’s employees and aggregate. (c) within the past three years no labor strikeSchedule 3.15(c) sets forth a list of all Company Employees, material work stoppage, material slowdown, or other material labor dispute has occurredbroken down by Company and location, and none is underway orthen broken down into the following categories: (1) those who are active, (2) those who are on an approved leave of absence, including those receiving any short-term or long-term disability or salary continuation benefits, and those receiving any benefits under a Workers' Compensation Law, and (3) those who are on a panel or have any right to be recalled or rehired by any of the Company’s Knowledge, threatened and Companies. (d) Except as set forth on Schedule 3.15(d), each of Seller and the reserves on the Balance Sheet for workers’ compensation liability, plus any such reserves made Companies are in the financial statements of the Company and its Subsidiaries with respect to periods following the Balance Sheet Date, comply compliance in all material respects with the requirements of GAAP. To the Company’s Knowledge, from the Balance Sheet Date all Laws pertaining to the date hereofhiring, no employee employment and termination of the Company employment of employees, labor relations, equal employment opportunities, fair employment practices, terms and conditions of employment, hours of work and payment of wages or any compensation, granting of leaves of absences, and other similar employment activities, including the Code, ERISA, the National Labor Relations Act, Title VII of the Subsidiaries serving Civil Rights Act of 1964, the Age Discrimination in Employment Act, the capacity Fair Labor Standards Act, COBRA, HIPAA, the Worker Adjustment and Retraining Notification Act of site manager has notified the Company or any of its Subsidiaries of any such site manager’s present intention to terminate his or her employment. With respect to the transaction contemplated hereby, any notice required under any collective bargaining agreement has been, or prior to the Closing Date will be, given1988, and any bargaining obligations with any employee representative will be satisfiedall other applicable Laws. Within the past three years, neither the Company nor any Each of the Subsidiaries has implemented any plant closing or layoff Seller and the Companies also have complied in all material respects with all obligations imposed on them under Law to they extent they are a government contractor, including Executive Order 11246 of employees that could implicate 1964, Vietnam Era Veterans Readjustment Act of 1974, Section 503 of the WARN ActRehabilitation Act of 1973, 15 U.S. C. Section 637(d)(3), and neither the Company nor any 48 C.F.R. Section 52.219. (e) Each of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN ActCompanies are in compliance in all material respects with all Workers' Compensation Laws. All pending claims under each Workers' Compensation Law are set forth on Schedule 3.15(e).