Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company, except as set forth on Schedule 3.24: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: Company and the Subsidiaries: (a) the Company is and has the Subsidiaries are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened against or directly affecting the Company; Company or any Subsidiary; (d) to the Company's knowledgeor any Subsidiary's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgeor any Subsidiary's Knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and and (g) to the knowledge of the Company, all persons Persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and ----------------------------- service providers to the Company: Company and the Subsidiaries: (a) the Company is and has the Subsidiaries are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened against or directly affecting the Company; Company or any Subsidiary; (d) to the Company's knowledgeor any Subsidiary's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgeor any Subsidiary's Knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and and (g) to the knowledge of the Company, all persons Persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (a) Since the Balance Sheet Date, except as set forth in Schedule 3.10(a) of the Disclosure Schedules, the Seller has not taken any action to materially increase, in aggregate, the compensation or benefits payable or to become payable to or for the benefit of the Business Employees (other than normal annual salary increases consistent with past practice, and other than increases that occur by operation of any Employee Plan) pursuant to any Employee Plan. (b) Except as set forth in SCHEDULE 5.21, as Schedule 3.10(b) of the date Disclosure Schedules or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Business is, and since July 22, 2011 has been, conducted in compliance with all Laws relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, occupational safety and health, employment termination, reductions in force or plant closings (collectively, “Employment Laws”); (ii) since July 22, 2011, the Business has not experienced any strikes, grievances or claims of this Agreement, unfair labor practice; (iii) the Seller has no Knowledge of any organizational effort being made or threatened by or on behalf of any labor union with respect to employees of and service providers to the Company: any employees; (aiv) the Company is and since July 22, 2011 there has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Actnot been, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or existing or, to the Company's knowledgeSeller’s Knowledge, threatened, before any strike, work stoppage, labor arbitration or proceeding in respect of the grievance of any employee, any application or complaint filed by an employee, union or works council with the National Labor Relations Board or any comparable Governmental Authority, organizational activity or other comparable authority; labor dispute With respect to any Business Employees; (cv) there no application for certification of a collective bargaining agent is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeSeller’s Knowledge, threatened; (vi) there is no lockout of any Business Employees by the Seller; (vii) there are no claims currently pending or, to the Seller’s Knowledge, threatened, against the Seller in connection with the Business alleging the violation of any Employment Laws, or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending andrelating to any Person’s employment (actual or alleged), application for employment or termination of employment with the Seller in connection with the Business; and (viii) the Seller in connection with the Business has not been found liable for the payment of Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of Employment Laws. (c) Except as set forth in Schedule 3.10(c) of the Company's knowledgeDisclosure Schedules, no claims therefor exist director, officer or have been threatened; (f) the employees employee of the Company are not and have never been represented Seller is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge Person of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soBusiness.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company Framewaves is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms terms, and conditions of employment and wages and hours, including without limitation any including, such laws respecting minimum wage and overtime payments, employment discrimination, workers' equal opportunity, affirmative action, worker's compensation, family and medical leave, the Immigration Reform and Control Actoccupational safety, and occupational safety health requirements and health requirementsunemployment insurance and related matters, and has are not engaged in and is have not engaged in any unfair labor practice; ; (b) there no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending ornor, to the Company's knowledgeknowledge of Framewaves is any such investigation threatened or has any such investigation occurred during the last three years, threatened, before the National Labor Relations Board and no governmental entity has provided any notice to Framewaves or otherwise asserted an intention to conduct any other comparable authority; such investigation; (c) there is not now, nor within the past three years has there been, any no labor strike, slowdown dispute, slowdown, or stoppage actually pending or, to the Company's knowledge, threatened, or threatened against or directly affecting the Company; Framewaves; (d) to no union representation question or union organizational activity exists respecting the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; employees of Framewaves; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; binding on Framewaves; (f) the employees of the Company are not Framewaves has experienced no work stoppage or other labor difficulty; and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) in the event of termination of the employment of any of the current officers, directors, employees, or agents of Framewaves, Framewaves shall not, pursuant to any agreement or by reason of anything done prior to the knowledge closing by Framewaves be liable to any of said officers, directors, employees, or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits, except to the Companyextent that any matter in Items (a), all persons classified by (b), (f) and (g) could reasonably be expected individually or in the Company as independent contractors do satisfy and aggregate to have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation a Material Adverse Effect on IRS Forms 1099 when required to do soFramewaves.

Labor and Employment Matters. Except Seller has previously made available to Buyer copies of the Collective Bargaining Agreement, which is the only collective bargaining agreement that relates to the Transferred Business. With respect to the Transferred Business and except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) except as set forth in SCHEDULE 5.21Schedule 5.12(a), as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company Seller is and has been in compliance in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, hours with respect to the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; Employees; (b) there is not now, nor within the past last three years years, Seller has there been, not received written notice of any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, it before the National Labor Relations Board or any other comparable authority; with respect to the Employees and no such claim is pending; (c) there is not now, nor within the past three years has there been, any no labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeKnowledge of Seller, threatened, threatened against or directly affecting the Company; Transferred Business; (d) there is no charge pending or, to the Company's knowledgeSeller’s Knowledge, no labor representation organization effort exists nor has there been threatened against Seller alleging violation of any such activity within the past three years; Laws related to employment and employment practices, terms and conditions of employment and wages and hours with respect to employees, including, but not limited to unlawful discrimination in employment practices; (e) within the last three years, no grievance or one has filed a petition seeking representation with respect to the Employees of Seller with the National Labor Relations Board and no petition is pending; (f) except as reported on Schedule 5.12(f), no arbitration proceeding arising out of or under collective bargaining agreements any Collective Bargaining Agreement is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not against Seller; and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) Seller has not experienced any primary work stoppage with respect to the knowledge of Employees in the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do sopast five years.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of ---------------------------- and service providers to the Company: (a) for purposes of this Section 3.23 and Section 3.24, the phrases "Company's knowledge," "to the knowledge of the Company" or words of similar import include the knowledge of anyone responsible for the Company's human resources; (b) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bc) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (de) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (ef) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (fg) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (gh) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (i) Except as set forth in SCHEDULE 5.21on Schedule 4.12(a)(i), as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company are no controversies pending or, to the Company's knowledgeKnowledge, threatened, between the Company or any of its subsidiaries and any group of their respective employees; (ii) neither the Company nor, to the Company's Knowledge, any of its subsidiaries, is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries nor to the Company's Knowledge, except as set forth on Schedule 4.12(a)(ii), have there been any activities or proceedings of any labor union to organize any such employees during 1998 or 1999; (iii) neither the Company nor any of its subsidiaries has breached or otherwise failed to comply with any provision of any such agreement or contract and there are no grievances outstanding against any such parties under any such agreement or contract; (iv) there are no unfair labor practice complaints pending against the Company or any of its subsidiaries before the National Labor Relations Board or any other comparable authority; current union representation questions involving employees of the Company or any of its subsidiaries; and (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (dv) to the Company's knowledgeKnowledge, there are no labor representation organization effort exists nor has there been strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by or any labor union, and no of its subsidiaries. No consent of any union which is a party to any collective bargaining agreement with the Company is binding required to consummate the transactions contemplated by this Agreement. The Company is in and has been in force against compliance with all federal, state and local laws relating to employment (including employment discrimination), wages and hours, working conditions, occupational safety, workers compensation and the payment of social security and other payroll related taxes, except where noncompliance would not reasonably be expected to have a Company Material Adverse Effect and neither the Company nor its subsidiaries have received any written notice alleging a failure to comply in any material respect with any such laws, rules or regulations. (b) Except as set forth on Schedule 4.12(b), within the 90 days prior to the date hereof, (i) neither the Company nor any subsidiary has effectuated (x) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 'SS'2101, et seq., the "WARN Act") affecting any site of employment or one or more facilities or operating units within any site of employment or facility, or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) neither the Company nor any subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local law, and (iii) no employee of the Company or currently being negotiated any subsidiary has suffered an "employment loss" (as defined in the WARN Act). (c) The Executive Employment Agreement, dated as of September 19, 1996, by and between the Company and P. Xxxxxxx Xxxxxxxxxx (the "Executive"), as amended by the Company; and letter agreement dated October 31, 1999 (g) to the knowledge a copy of the Companysuch amendment is set forth on Schedule 4.12(c)), all persons classified has been duly executed and delivered by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully Executive and accurately reported their compensation on IRS Forms 1099 when required constitutes a valid and binding obligation of the Executive, enforceable in acccordance with its terms subject to do soapplicable bankruptcy, insolvency, moratorium and similar laws affecting or relating to the enforcement of creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: : (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, Act and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; ; (b) there is not now, nor within since the past three years Company's formation has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within since the past three years Company's formation has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, threatened against or directly affecting the Company; ; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within since the past three years; Company's formation; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending andand no claims therefor exist or, to the Company's knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and and (g) to the knowledge of the Company, all persons Persons classified by the Company as independent contractors contractors, to the Company's knowledge, do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: : (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; ; (b) there is not now, nor within since the past three years Company's formation has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledgeKnowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within since the past three years Company's formation has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeKnowledge, threatened, threatened against or directly affecting the Company; ; (d) to the Company's knowledgeKnowledge, no labor representation organization effort exists nor has there been any such activity within since the past three years; Company's formation; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgeKnowledge, no claims therefor exist or have been threatened; , (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and and (g) to the knowledge of the Company, all persons Persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) For purposes of this Section 3.23 and Section 3.24, the phrases "Company's knowledge," "to the knowledge of the Company" or words of similar import include the knowledge of anyone responsible for the Company's human resources activities. (b) To the Company's knowledge, the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bc) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (cd) Except as disclosed in Schedule 3.23, there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (de) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (ef) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor therefore exist or have been threatened; (fg) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (gh) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyPartnership: (a) for purposes of this Section 3.24 and Section 3.25, the Company phrases “Partnership’s Knowledge,” “to the Knowledge of the Partnership” or words of similar import include, in addition to those Persons designated in the first paragraph of this Section, the Knowledge of anyone responsible for the Partnership’s human resources; (b) the Partnership is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including including, without limitation limitation, any such laws respecting minimum wage and overtime payments, employment discrimination, sexual harassment, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Partnership pending or, to the Partnership’s Knowledge, threatened, before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other comparable state or local authority; (d) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgePartnership’s Knowledge, threatened, against or directly affecting the CompanyPartnership; (de) to the Company's knowledgePartnership’s Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (ef) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgePartnership’s Knowledge, no claims therefor therefore exist or have been threatened; (fg) the employees of the Company Partnership are not currently not, and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or Partnership nor is any currently being negotiated by the Company; andPartnership; (gh) to the knowledge of the Company, all persons Persons classified by the Company Partnership as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company Partnership has fully and accurately reported their compensation on IRS Forms 1099 when required to do so. Schedule 3.24 contains a list of all IRS Forms 1099 that have been issued by the Partnership in the last three fiscal years, and the aggregate amount in dollars reported under IRS Forms 1099 for each such fiscal year; (i) the Partnership has no Knowledge that any executive or key employee or any group of employees has plans to terminate his, her or their employment with the Partnership; and (j) during the past five (5) years, there have been no claims or allegations brought against the Partnership or any partner or employee of the Partnership or other Person with whom an employee may have dealings through his or her employment by the Partnership, with respect to employment, employment practices or terms or conditions of employment, including, without limitation, claims alleging sexual harassment or discrimination.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and ------------------------------- service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's Stockholders' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Stockholders' knowledge, threatened, against or directly affecting the Company; (d) to the Company's Stockholders' knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the CompanyStockholder's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of Company and the Company, Stockholders have a reasonable basis for believing that all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as Section 4.26 of the date Disclosure Schedule, insofar as it relates to the Purchased Assets or the Business (a) there is no unfair labor practice charge or complaint against Seller or the Company pending, or, to Seller's knowledge, threatened in writing against Seller or the Company; (b) there is no labor strike, dispute, slowdown or stoppage pending or, to Seller's knowledge, threatened in writing against or materially affecting Seller or the Company; (c) there is no representation claim or petition pending before the National Labor Relations Board; (d) there are no collective bargaining agreements applicable to the employees of this AgreementSeller or the Company and no such agreements are currently being negotiated, nor to Seller's knowledge has there been any organizational activity taking place with respect to employees of the Business; and service providers (e) during the past five (5) years with respect to the Company: (a) Business, neither Seller nor Company has conducted a lockout of any of its employees, nor has Seller or Company been subject to, or, to the Company knowledge of the Seller, threatened in writing with, any strike, slowdown, picketing or work stoppage by any union or other group of employees, any secondary boycott with respect to the products or services of the Business, or any other material labor trouble or other material occurrence, event or condition of a similar character. The Seller is and has been in compliance in all material respects with all applicable laws regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any except where the failure to be in such laws respecting minimum wage compliance would not reasonably be expected to have a Material Adverse Effect. There has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and overtime payments, employment discrimination, workers' compensation, family and medical leave, Retraining Notification Act ("WARN") with respect to the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor Business within the past three years has there been, any unfair labor practice complaint against the Company pending or, 60 days prior to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out date of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do sothis Agreement.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service services providers to the CompanyBusiness: (a) the Each Related Company is complies and has been in compliance in all material respects complied with all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the knowledge of Seller, threatened with respect to such laws, either by private individuals or by governmental agencies; and all employees are at-will; (b) No Related Company is nor has not and is not it been engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the any Related Company pending or, to the Company's knowledgeknowledge of Seller, threatened, before the National Labor Relations Board or any other comparable authorityforeign or domestic authority or any workers' council; (c) there is not now, nor within the past three years No labor union represents or has there been, ever represented any labor strike, slowdown or stoppage actually pending or, to the Related Company's knowledge, threatened, employees and no collective bargaining agreement is or has been binding against or directly affecting the any Related Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no . No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefore exist or have, to the Company's knowledgeknowledge of Seller, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never ; no labor strike, lock-out, slowdown, or work stoppage is or has ever been represented by pending or threatened against or directly affecting any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Related Company; and (gd) to All persons who are or were performing services for the knowledge of the Company, all persons Business and are or were classified by the Company as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the appropriate Related Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreementon Schedule 3.0l(p), with respect to employees of and service providers the Business or the Shared Business (i) there are no pending, or to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting Knowledge of Seller, threatened, labor or employment and employment practices, terms and conditions of employment and wages and hoursdisputes or controversies, including without limitation any such laws respecting minimum wage and overtime paymentsProceeding alleging unlawful harassment, employment discrimination, workers' compensationunfair labor practices, family and medical leaveunpaid wages, the Immigration Reform and Control Actunlawful wage or immigration practices, and occupational safety and health requirements, and has not and or unlawful tax withholding practices; (ii) Seller is not engaged in a party to any unfair labor practice; collective bargaining agreement or relationship; (biii) no union organizing or decertification efforts are underway or, to the Knowledge of Seller, threatened and no other question concerning representation exists; (iv) there is not nowno strike, nor slowdown, work stoppage, lockout or other material job action underway, or to the Knowledge of Seller, threatened, and no such job action has occurred in the past three (3) years; (v) with respect to the Transactions, any notice required under any Law or Contract has been or prior to Closing will be given, and all bargaining obligations with any employee representative have been, or prior to Closing will be, satisfied; and (vi) within the past three years (3) years, Seller has there been, not implemented any unfair labor practice complaint against plant closing or layoff of employees that could implicate the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor unionWARN Act, and no collective bargaining agreement is binding such action will be implemented without advance notification to Buyer. To the Knowledge of Seller, no event has occurred and no circumstances exists that could result in force against the Company or currently being negotiated by the Company; and (g) to the knowledge any of the Companyforegoing representations and warranties being false, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soinaccurate or misleading.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to the members, officers and employees of of, and consultants and service providers to to, the CompanySeller: (ai) the Company Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bii) there is not now, nor within the past three two (2) years has there been, any unfair labor practice complaint against the Company Seller pending or, to the Company's knowledgeknowledge of the Seller or the Members, threatened, threatened before the National Labor Relations Board or any other comparable authority; (ciii) there is not now, nor within the past three two (2) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeknowledge of the Seller or the Members, threatened, threatened against or directly affecting the CompanySeller; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (fiv) the employees of the Company Seller are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company Seller or currently being negotiated by the Company; and (g) Seller and to the knowledge of the CompanySeller or the Members, no labor representation organization effort exists nor has there been any such activity within the past two (2) years; and (v) all persons classified by the Company Seller as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: : (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; ; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.. 16

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company CCRE is and has been in ---------------------------- compliance in all material respects with all applicable laws respecting employment and employment practices, terms terms, and conditions of employment and wages and hours, including without limitation any including, such laws respecting minimum wage and overtime payments, employment discrimination, workers' equal opportunity, affirmative action, worker's compensation, family and medical leave, the Immigration Reform and Control Actoccupational safety, and occupational safety health requirements and health requirementsunemployment insurance and related matters, and has are not engaged in and is have not engaged in any unfair labor practice; ; (b) there no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending ornor, to the Company's knowledgeknowledge of CCRE is any such investigation threatened or has any such investigation occurred during the last three years, threatened, before the National Labor Relations Board and no governmental entity has provided any notice to CCRE or otherwise asserted an intention to conduct any other comparable authority; such investigation; (c) there is not now, nor within the past three years has there been, any no labor strike, slowdown dispute, slowdown, or stoppage actually pending or, to the Company's knowledge, threatened, or threatened against or directly affecting the Company; CCRE; (d) to no union representation question or union organizational activity exists respecting the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; employees of CCRE; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; binding on CCRE; (f) the employees of the Company are not CCRE has experienced no work stoppage or other labor difficulty; and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) in the event of termination of the employment of any of the current officers, directors, employees, or agents of CCRE, CCRE shall, pursuant to any agreement or by reason of anything done prior to the knowledge closing by CCRE not be liable to any of said officers, directors, employees, or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post- employment healthcare (other than pursuant to COBRA) or insurance benefits, except to the Companyextent that any matter in Items (a), all persons classified by (b), (f) and (g) could reasonably be expected individually or in the Company as independent contractors do satisfy and aggregate to have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation a Material Adverse Effect on IRS Forms 1099 when required to do soCCRE.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreementon Schedule 3.24, with respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as Section 3.24 of the date of this AgreementDisclosure Schedule, with respect to employees Employees of and service providers to the Companyany B2e Group Member: (a) the Company each B2e Group Member is and has been in compliance in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation including, any such laws Laws respecting minimum wage and overtime payments, employment discrimination, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three two years has there been, any unfair actions, suits, claims, labor practice complaint against the Company pending disputes or grievances pending, or, to the Company's knowledgeKnowledge of B2e, threatenedthreatened or reasonably anticipated relating to any labor, before safety or discrimination matters involving any Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the National Labor Relations Board or aggregate, result in any other comparable authorityLiability to any B2e Group Member; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out Employees of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company each B2e Group Member are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company any B2e Group Member or currently being negotiated by the Company; andany B2e Group Member; (gd) to the knowledge of the Company, all persons Persons classified by the Company any B2e Group Member as independent contractors do satisfy and have satisfied the requirements of law any applicable Law to be so classified, and the Company each B2e Group Member has fully and accurately reported their such independent contractors’ compensation on IRS Forms 1099 when required to do so; (e) Section 3.24 of the Disclosure Schedule lists the names and titles of and current annual base salary or hourly rates for the 10% most highly compensated Employees of each B2e Group Member, together with a statement of the full amount and nature of any other remuneration, whether in cash or kind, paid to each such Person during the past fiscal year or current fiscal year through May 31, 2004 or payable with respect to such periods; and (f) no B2e Group Member has any Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against any B2e Group Member under any worker’s compensation policy or long-term disability policy.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and its Subsidiary: (a) the Company is and has its Subsidiary are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; (b) there is not now, nor within since the past three years Company's or its Subsidiary's respective inception has there been, any unfair labor practice complaint against the Company or its Subsidiary pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or its Subsidiary; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and its Subsidiary are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or its Subsidiary or currently being negotiated by the CompanyCompany or its Subsidiary; and (g) to the knowledge of the Company, all persons classified by the Company and its Subsidiary as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiary have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyRelated Employers: (a) the Company is Related Employers are complying and has been in compliance have complied in all material respects with all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Knowledge of Cerulean, threatened with respect to such laws, either by private individuals or by governmental agencies and all employees are at-will; (b) no Related Employer is or has not and is not been engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company any Related Employer pending or, to the Company's knowledgeKnowledge of Cerulean, threatened, before the National Labor Relations Board or any other comparable authorityforeign or domestic authority or any workers' council; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor union represents or has there ever represented the Related Employers' employees and no collective bargaining agreement is or has been binding against any Related Employer. No Related Employer is currently negotiating to create such activity within the past three years; (e) no agreements. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, to the Company's knowledge, and no claims therefor exist or have have, to the Knowledge of Cerulean, been threatened; (fd) the employees of the Company are not and have never no labor strike, lock-out, slowdown, or work stoppage is or has ever been represented by pending or threatened against or directly affecting any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the CompanyRelated Employer; and (ge) to the knowledge of the Company, all persons who are or were performing services for any Related Employer and are or were classified by the Company as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company appropriate Related Employer has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) Employees The Company has no employees or independent contractors other than those listed on Schedule 3.17(a) of the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practicesDisclosure Schedules, terms and conditions which list includes such individuals’ duration of employment and wages and hoursor contract with the Company, including without limitation offer letter, contract, and/or other employment agreements, job title, job description, salary, incentives, as well as which if any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and of them are currently on medical leave, or other leave or have been so for more than two (2) weeks during the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;past twelve (12) months. The employees listed on Schedule 3.17(a) of the Disclosure Schedules are hereby referred to as the “Company Employees.” (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company Organized Labor There are no Proceedings pending or, to the Knowledge of the Company's knowledge, threatened, before between the Company or any Subsidiary, on the one hand, and any employee of the Company or 26 any Subsidiary, on the other hand, which Proceedings have resulted in or may result in a material fine, penalty or expense. Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, and there has been no organized effort during the three (3) years prior to the Closing Date to organize any employees of the Company or any of their Subsidiaries into one (1) or more collective bargaining units (including, without limitation, any effort by a group of employees or a labor organization to file any representation, petition or certification application or make any written or oral demand for recognition), and no question concerning representation exists. There has not been, nor to the Knowledge of the Company are there now, any material labor relations problems, including, without limitation, any threatened strike, organized work stoppage, grievance, or other collective bargaining dispute involving the employees of the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there is no Basis for the foregoing. (c) Labor Practices There is no pending or, to the Knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or with the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do sosimilar body.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) except as set forth on Schedule 5.21(b) attached hereto, there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company Company, at any time while employed by the Company, are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyPartnership, and except as otherwise provided in Schedule 5.21: (a) the Company Partnership is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company Partnership pending or, to the CompanyPartnership's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the CompanyPartnership's knowledge, threatened, against or directly affecting the CompanyPartnership; (d) to the CompanyPartnership's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the CompanyPartnership's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company Partnership are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company Partnership or currently being negotiated by the CompanyPartnership; and (g) to the knowledge of the Company, all persons classified by the Company Partnership as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company Partnership has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) For purposes of this Section 3.23 and Section 3.24, the phrases "Company's knowledge," "to the knowledge of the Company" or words of similar import include the knowledge of Avi Shaked and Xxxxxxxx Xxxxxx. (b) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bc) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (de) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (ef) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (fg) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (gh) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (a) Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: on Schedule 4.13(a): (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bi) there is not noware no actions, nor within the past three years has there beeninvestigations, any unfair labor practice complaint against the Company or audits pending or, to the Company's knowledgeKnowledge of Invacare, threatenedthreatened against Invacare relating to its Respiratory Business by any of its current or former employees, independent contractors or other contingent workers, including any charges of discrimination before the Equal Employment Opportunity Commission or other Governmental Authority, (ii) Invacare is not a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by Invacare in the Respiratory Business, nor, to the Knowledge of Invacare, are there any activities or proceedings of any labor union to organize any such employees; (iii) Invacare has not materially breached or otherwise failed to comply with any provision of any such agreement or contract, and there are no material grievances outstanding against Invacare under any such agreement or contract; (iv) there are no unfair labor practice complaints pending against Invacare before the National Labor Relations Board or any other comparable authority; current union representation questions involving employees of Invacare in the Respiratory Business; and (cv) there is not now, nor within the past three years has there been, any labor no strike, slowdown slowdown, work stoppage or stoppage actually pending lockout, or, to the Company's knowledgeKnowledge of Invacare, threatenedthreat thereof, against by or directly affecting with respect to any employees of Invacare in the Company;Respiratory Business. (db) Invacare has never effectuated a “mass layoff,” “plant closing,” or other group termination of employees that could be subject to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soWARN Act.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a1) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirementsrequirements (except for Diminimus Violations), and to the Company's knowledge, has not and is not engaged in any unfair labor practice; (b2) there is not now, nor within the past three years has there been, now any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authorityauthority and during the past three years there has been no such complaint which has resulted in liability to the Company; (c3) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d4) Except for the collective bargaining agreement covering certain of the Company's employees and referred to in Section 3.24(f) below, to the Company's knowledge, no labor representation organization effort exists with respect to the employees of the Company nor has there been any such activity within the past three (3) years; (e5) Except as set forth on Schedule 3.24(e), no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f6) Certain employees of the Company are represented by the labor union identified on Schedule 3.24(f) pursuant to the collective bargaining agreement identified thereon, which agreement is in full force and effect and has a scheduled expiration date identified on Schedule 3.24(f). Except as set forth on Schedule 3.24(f), the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g7) to the knowledge of the Company, all persons classified by the Company as independent contractors do substantially satisfy and have substantially satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is complying and has been in compliance complied in all material respects with all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Knowledge of the Company, threatened with respect to such laws, either by private individuals or by governmental agencies; (b) the Company is not or has not and is not been engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Knowledge of the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authorityforeign or domestic authority or any workers' council; (c) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, employees and no collective bargaining agreement is or has been binding against or directly affecting the Company; (d) . The Company has never received notice of any union's attempt to be recognized as the Company's knowledge, no labor representation organization effort exists nor has there been bargaining agent with respect to any such activity within the past three years; (e) no Company employees. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, to the Company's knowledge, and no claims therefor exist or have have, to the Knowledge of the Company, been threatened; (fd) the employees of the Company are not and have never no labor strike, lock-out, slowdown, or work stoppage is or has ever been represented by any labor union, and no collective bargaining agreement is binding and in force pending or threatened against the Company or currently being negotiated by directly affecting the Company; and (ge) to the knowledge of the Company, all persons classified by who are or were performing services for the Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company MSI is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including including, without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leavelimitation, the Immigration Reform and Control ActAct ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), and such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety and health requirementsrequirements and unemployment insurance and related matters, and has are not engaged in and is have not engaged in any unfair labor practice; ; (b) there to the knowledge of MSI, no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending ornor, to the Company's knowledgeknowledge of MSI is any such investigation threatened or has any such investigation occurred during the last three years, threatened, before the National Labor Relations Board and no governmental entity has provided any notice to MSI or otherwise asserted an intention to conduct any other comparable authority; such investigation; (c) there is not now, nor within the past three years has there been, any no labor strike, dispute, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, or threatened against or directly affecting the Company; MSI; (d) to no union representation question or union organizational activity exists respecting the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; employees of MSI; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; binding on MSI; (f) the employees of the Company are MSI has not experienced any material work stoppage or other material labor difficulty; and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) in the event of termination of the employment of any of the current officers, directors, employees or agents of MSI, neither MSI nor the Surviving Corporation, will pursuant to any agreement of MSI prior to the knowledge date of this Agreement or by reason of anything done prior to the Companydate of this Agreement by MSI be liable to any of said officers, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law directors, employees or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health (other than pursuant to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soCOBRA) or insurance benefits.

Labor and Employment Matters. (i) Except as set forth in SCHEDULE 5.21, as of the date of this Agreementon Schedule 3(q)(i), with respect to employees of and service providers such Seller: (i) there are no pending, or to the Company: (a) Knowledge of the Company is and has been in compliance in all material respects with all applicable laws respecting threatened, labor or employment and employment practices, terms and conditions of employment and wages and hoursdisputes or Proceedings, including (without limitation any such laws respecting minimum wage and overtime paymentslimitation) claims or threatened claims alleging unlawful harassment, employment discrimination, workers' compensationunfair labor practices, family unpaid wages, unlawful wage or immigration practices, or unlawful Tax withholding practices that, if adversely decided, would be material; (ii) such Seller is not a party to or bound by any collective bargaining agreement or other Contract with any labor organization or collective bargaining relationship, and medical leaveno such agreements are currently under negotiation; (iii) to the Knowledge of the Company, no union organizing or decertification activities are underway or threatened and no such activities have occurred in the Immigration Reform past two (2) years; (iv) there is no strike, slowdown, work stoppage, lockout or other material labor dispute underway, or to the Knowledge of the Company threatened, and Control no such dispute has occurred in the past two (2) years; (v) with respect to the Transactions, any notice required under any Law or contract to be given to employees has been given, and all bargaining obligations with any employee representative have been satisfied; and, (vi) within the past two (2) years, such Seller has not implemented any actions that could implicate the WARN Act, and occupational safety and health requirementsno such actions are currently contemplated, and has not and is not engaged in any unfair labor practice;planned or announced. (bii) there is not nowSchedule 3(q)(ii) lists, nor by date and location, each employee of such Seller whose employment was terminated or whose hours were reduced by more than 50% within the past three years has there been, any unfair labor practice complaint against 90-day period preceding the Company pending or, date hereof. Each of such Seller’s employees is authorized to work in the country in which he or she provides services to such Seller. (iii) To the Knowledge of the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance executive, key employee or arbitration proceeding arising out group of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by has any labor unionplans to terminate or materially alter the terms or nature of his, and no collective bargaining agreement is binding and in force against the Company her or currently being negotiated by their employment with the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is complies and has been in compliance complied in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws Laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company's knowledge, threatened with respect to such laws, either by private individuals or by governmental agencies; (b) the Company is not engaging and has not and is not engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years since inception has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, employees and no collective bargaining agreement is or had been binding against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been is any such activity within the past three years; (e) no agreement under negotiation. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefor exist or have, to the Company's knowledge, no claims therefor exist or have been threatened; (fd) the employees of the Company are not and have never no labor strike, lock-out, slowdown, or work stoppage is or has ever been represented by any labor union, and no collective bargaining agreement is binding and in force pending or threatened against the Company or currently being negotiated by directly affecting the Company; and (ge) to the knowledge of the Company, all persons classified by who are or were performing services for the Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21Section 4.11 of the Companies Disclosure Letter, as of the date of this AgreementAgreement there are no collective bargaining agreements or other labor Contracts relating to any Company or covering any Company Employee to which any Company is a party or by which it is bound, and, except as would not reasonably be expected, individually or in the aggregate, to have a Companies Material Adverse Effect, there are no (a) Actions or Orders pending or, to the knowledge of any Company, threatened, in each case relating to Company Employees or employment practices or asserting that any Company has committed an unfair labor practice or is seeking to compel any Company to bargain with any labor union or labor organization, (b) pending or, to the knowledge of any Company, threatened labor strikes or other labor troubles affecting any Company, (c) labor strikes, disputes, walk-outs, work stoppages, slow-downs, lockouts, arbitrations or grievances involving any Company (and there has been none with respect to employees any Company or the Business since December 15, 2004), (d) representation questions respecting any of the Company Employees (and service providers there has been none with respect to any Company or the Business since December 15, 2004), (e) to the knowledge of any Company: , campaigns conducted to solicit cards from Company Employees to authorize representation by a labor organization or (af) the unfair labor practices, charges or complaints or Orders seeking to compel any Company to bargain with any labor union or labor organization. Each Company is and has been in compliance in all material respects with all collective bargaining agreements and all applicable laws respecting Laws regarding employment and employment practices, terms and conditions of employment and employment, wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, hours and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do sohealth.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as Section 2.11 of the date of this AgreementDisclosure Schedule, with respect to employees of and service providers to the Company: Business: (a) the Company there is no collective bargaining agreement applicable to Employees, and there has been no such agreement in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, effect during the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; three (3) years preceding the Closing; (b) to the Knowledge of the Seller, no union organizing or decertification campaigns are underway or threatened, and none has occurred during the three (3) years preceding the Closing; (c) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company no pending or, to the Company's knowledgeKnowledge of the Seller, threatenedthreatened unfair labor practice charge or complaint, before union representation petition or grievance, or labor grievance or arbitration proceeding (except that, in the National Labor Relations Board case of labor grievance or any other comparable authority; arbitration proceeding, disclosure is required only if such proceeding has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (cd) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually no pending or, to the Company's knowledgeKnowledge of the Seller, threatenedthreatened strike, against slowdown, work stoppage, lockout or directly affecting other such labor dispute, and there has been no such event during the Company; three (d3) years preceding the Closing; (e) there is no pending or, to the Company's knowledgeKnowledge of the Seller, no threatened charge or complaint of unlawful harassment or discrimination, violation of the National Labor Relations Act, violation of any law governing workplace safety (including the Occupational Safety and Health Act), or violation of any other law governing labor representation organization effort exists nor has there been any such activity or employment matters; (f) within the past three years; twelve months, no "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act (e"WARN ---- Act"), has been implemented, nor has any other similar event requiring --- notice to any Governmental Authority under any Law similar to the WARN Act been implemented; and (g) no grievance neither the Seller nor any Subsidiary recognizes or arbitration proceeding arising out of or under is required to recognize any labor organization as the collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the representative of any employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soBusiness.

Labor and Employment Matters. (a) Except as set forth in SCHEDULE 5.21, as on Section 3.10 of the date of this AgreementDisclosure Letter, with respect no Transferred Subsidiary is a party to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;or bound by a collective bargaining agreement. (b) As of the date hereof, solely with respect to the Transferred Employees, (i) there is not now, nor within the past three years has there been, any no unfair labor practice charge or complaint pending or, to Seller’s Knowledge, threatened against the Company Transferred Subsidiaries before any Governmental Authority, (ii) no labor union, labor organization, works council or group of Transferred Employees has made a pending demand in writing for recognition or certification as the bargaining agent of the Transferred Employees, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Company's knowledgeKnowledge of Seller, threatenedthreatened to be brought or filed with any Governmental Authority, before (iii) to the National Labor Relations Board Knowledge of Seller, there are no pending or any threatened union organizing or certification activities and (iv) there are no pending or, to Seller’s Knowledge, threatened strikes, work stoppages, lockouts, slowdowns or other comparable authority;labor disputes, that, in each case of (i) through (iv), have had, or would be reasonably expected to have, a Material Adverse Effect. (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, Solely with respect to the Company's knowledgeTransferred Employees, threatenedSeller and each Transferred Subsidiary is in compliance with all applicable Laws respecting labor, against or directly affecting the Company; (d) labor relations, employment and employment practices pertaining to the Company's knowledgeTransferred Employees, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, except as would not reasonably be expected to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soa Material Adverse Effect.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as As of the date of this Agreement, with respect to employees of and service providers to the CompanyICMS: (a) the Company ICMS is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Actimmigration laws, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company ICMS pending or, to the Company's knowledgeXxxxxxx’x Knowledge, threatened, before the National Labor Relations Board or any other comparable authorityThreatened; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeXxxxxxx’x Knowledge, threatenedThreatened, against or directly affecting the CompanyICMS; (d) to the Company's knowledgeXxxxxxx’x Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three yearsyears with respect to ICMS; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending with respect to ICMS and, to the Company's knowledgeXxxxxxx’x Knowledge, no claims therefor therefore exist or have been threatenedThreatened; (f) the employees of the Company ICMS are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company ICMS or currently being negotiated by the CompanyICMS; and (g) to the knowledge Knowledge of the CompanyXxxxxxx, all persons classified by the Company ICMS as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company ICMS has fully and accurately reported their compensation on IRS Forms 1099 to the applicable taxing authorities when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.215.20, as of the date of this Agreement, with respect to employees of and service providers to the CompanyCompany and each Subsidiary: (a) during the last two years, the Company and each Subsidiary is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or any Subsidiary; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (fe) the employees of the Company and each Subsidiary are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and (gf) to the knowledge of the Company, all persons classified by the Company or any Subsidiary as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company and each Subsidiary has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as to the extent set forth in SCHEDULE 5.21Schedule 3.18, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company is FBHC and has its Subsidiaries are and have been in compliance in all material respects with all applicable laws Applicable Laws respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, including including, without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leavelimitation, the Immigration Reform and Control ActAct ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirementsrequirements and unemployment insurance and related matters, and is not engaged in and has not and is not engaged in any unfair labor practice; , except for such noncompliances which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on FBHC; (b) there to the knowledge of FBHC, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is not nowpending, nor within is any such investigation threatened, nor has any such investigation occurred during the past last three years and no Governmental Authority has provided any notice to FBHC or otherwise asserted an intention to conduct any such investigation or review, nor is there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board basis for any such investigation or any other comparable authority; review; (c) there is not now, nor within the past three years has there been, any no labor strike, dispute, slowdown or stoppage actually pending or, to the CompanyFBHC's knowledge, threatened, threatened against or directly affecting the Company; FBHC or any of its Subsidiaries; (d) no union representation question or, to the CompanyFBHC's knowledge, no labor representation organization effort union organizational activity exists nor has there been respecting the employees of FBHC or any such activity within the past three years; of its Subsidiaries; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is binding on FBHC or any of its Subsidiaries, nor has FBHC or any of its Subsidiaries been a party to any collective bargaining agreement within the last ten years; (f) neither FBHC nor any of its Subsidiaries has experienced any work stoppage or other labor difficulties; (g) neither FBHC nor any of its Subsidiaries is delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (h) except as provided in any Plan or Employee Agreement, neither FBHC nor any of its Subsidiaries has done anything or entered into any agreement that would cause FBHC or any of its Subsidiaries, the Company or the Surviving Corporation to be liable to any of said officers, directors, employees or agents, in the event of termination for any reason of the employment of any said officers, directors, employees or agents, for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any officer, director, employee or agent of FBHC or any of its Subsidiaries who receives salary or compensation in excess of $40,000 per annum or any termination of any officer, director, employee or agent of FBHC or any of its Subsidiaries that could result in a Liability to the Company in excess of $40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending andor, to the CompanyFBHC's knowledge, no claims therefor exist threatened suits, claims, actions, charges, investigations or have been threatened; proceedings of any nature (fA) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the employees of the Company are not and have never been represented by equivalent thereof under any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soApplicable Law).

Labor and Employment Matters. 3.9.1. Except as set forth in SCHEDULE 5.21on Schedule 3.9.1., no collective bargaining agreement exists that is binding on the Company or any Subsidiary and, except as described on Schedule 3.9.1., no petition has been filed or proceedings instituted by an employee or group of employees with any labor relations board seeking recognition of a bargaining representative. Schedule 3. 9.1. describes any organizational effort currently being made or threatened by or on behalf of any labor union to organize any employees of the date of this AgreementCompany or any Subsidiary. 3.9.2. Except as set forth on Schedule 3.9.2., with respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bi) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, and to the Company's Shareholders' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years never has there been, any labor strike, slowdown dispute, slow down or stoppage actually pending or, to the Company's Shareholders' knowledge, threatened, against or directly affecting the Company; Company or any Subsidiary, (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (eii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreements agreement is pending andpending, to and no claims therefore exist; and (iii) neither the Company's knowledge, no any Subsidiary nor any Shareholder has received any notice or has any knowledge of any threatened labor or civil rights dispute, controversy or grievance or any other unfair labor practice proceeding or breach of contract claim or action with respect to claims therefor exist of, or have been threatened; (f) the obligations to, any employee or group of employees of the Company are not and have never been represented by or any labor union, and no collective bargaining agreement is binding and in force against Subsidiary. 3.9.3. The Company has fewer than fifty (50) employees. 3.9.4. To the Company or currently being negotiated by the Company; and (g) to the best knowledge of the Sellers, the Company and its Subsidiaries have complied and are currently complying, in respect of all employees of the Company and its Subsidiaries with all applicable laws respecting employment and employment practices and the protection of the health and safety of employees, from whatever source such law may be derived, including, without limitation, statutes, ordinances, laws, rules, regulations, policies, standards, judicial or administrative precedents, judgments, orders, decrees, awards, citations, licenses, official interpretations and guidelines, except for such instances which are not, in the aggregate, material. 3.9.5. All individuals who are performing or have performed services for the Company, all persons any Subsidiary and are or were classified by the Company or any Subsidiary as "independent contractors do satisfy and have satisfied contractors" qualify for such classification under Section 530 of the requirements Revenue Act of law to be so classified1978 or Section 1706 of the Tax Reform Act of 1986, and as applicable, except for such instances which are not, in the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soaggregate, material.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompanies: (a) the each Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the either Company pending or, to the Company's Companies' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Companies' knowledge, threatened, against or directly affecting the such Company; (d) to the Company's Companies' knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's Companies' knowledge, no claims therefor exist or have been threatened; (f) the employees of the either Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the either Company or currently being negotiated by the either Company; and (g) to the knowledge of the Company, all persons classified by the either Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the each Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and ---------------------------- service providers to the Company: (a) For purposes of this Section 3.24 and Section 3.25, the phrases "Company's knowledge," "to the knowledge of the Company" or words of similar import include the knowledge of anyone responsible for the Company's or any of its subsidiaries' human resources activities. (b) each of the Company and its subsidiaries is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (bc) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company or any of its subsidiaries pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or any of its subsidiaries; (de) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (ef) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (fg) the employees of the Company and its subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any of its subsidiaries or currently being negotiated by the CompanyCompany or any of its subsidiaries; and (gh) to the knowledge of the Company, all persons classified by the Company or any of its subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (a) Except as set forth in SCHEDULE 5.21, as Section 3.18 of the date of this AgreementDisclosure Schedule, with respect to employees of and service providers to the Company: (ai) the Company is not a party to, or bound by, any collective bargaining agreement, contract, or other agreement or understanding with any labor union or labor organization, or work rules and practices agreed to with any labor union or labor organization applicable to employees of the Company, (ii) none of the employees of the Company is represented by any labor union or labor organization, and the Company has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions no Knowledge of employment and wages and hours, including without limitation any union organizing activities among any such laws respecting minimum wage and overtime paymentsemployees, employment discrimination(iii) there are no labor strikes, workers' compensationslowdowns, family and medical leavework stoppages, lockouts, or other labor disputes pending or threatened against, affecting, or otherwise involving the Immigration Reform and Control ActCompany, and occupational safety and health requirements, and there has not and is not engaged been any such action experienced in any unfair labor practice; the past, (biv) there is not noware no actions, nor within the past three years has there beensuits, any unfair labor practice complaint against the Company claims, or proceedings pending or, to the Knowledge of the Company's knowledge, threatenedthreatened asserting that the Company has committed an unfair labor practice, and there are no such charges or complaints against the Company before the National Labor Relations Board or any other comparable authority; (c) there is not nowsimilar state or foreign agency, nor within the past three years has is there beenany action, any labor strikesuit, slowdown claim, or stoppage actually proceeding pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge Knowledge of the Company, all persons classified by threatened seeking any of them to bargain with any labor union or organization, (v) the Company as independent contractors do satisfy is in compliance in all material respects with its obligations under all applicable Laws and have satisfied the requirements of law to be so classifiedorders, judgments, and writs, of Governmental Entities governing its employment practices, including, without limitation, Laws relating to wages, hours, and equal opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and other taxes, and (vi) the Company is not a party to, nor, to the Knowledge of the Company, has fully the Company been threatened with, any material employment related dispute, arbitration, action, suit, claim, or proceeding against the Company. (b) The Company has furnished to the Purchaser all written personnel policies, rules, and accurately reported their compensation on IRS Forms 1099 when required procedures applicable to do sothe Company’s employees and independent contractors.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as Section 2.11 of the date of this AgreementDisclosure Schedule, with respect to employees of and service providers to the Company: Business: (a) the Company there is no collective bargaining agreement applicable to Employees, and there has been no such agreement in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, effect during the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; three (3) years preceding the Closing; (b) to the Knowledge of the Seller, no union organizing or decertification campaigns are underway or threatened, and none has occurred during the three (3) years preceding the Closing; (c) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company no pending or, to the Company's knowledgeKnowledge of the Seller, threatenedthreatened unfair labor practice charge or complaint, before union representation petition or grievance, or labor grievance or arbitration proceeding (except that, in the National Labor Relations Board case of labor grievance or any other comparable authority; arbitration proceeding, disclosure is required only if such proceeding has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (cd) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually no pending or, to the Company's knowledgeKnowledge of the Seller, threatenedthreatened strike, against slowdown, work stoppage, lockout or directly affecting other such labor dispute, and there has been no such event during the Company; three (d3) years preceding the Closing; (e) there is no pending or, to the Company's knowledgeKnowledge of the Seller, no threatened charge or complaint of unlawful harassment or discrimination, violation of the National Labor Relations Act, violation of any law governing workplace safety (including the Occupational Safety and Health Act), or violation of any other law governing labor representation organization effort exists nor has there been any such activity or employment matters; (f) within the past three years; twelve months, no “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act (e“WARN Act”), has been implemented, nor has any other similar event requiring notice to any Governmental Authority under any Law similar to the WARN Act been implemented; and (g) no grievance neither the Seller nor any Subsidiary recognizes or arbitration proceeding arising out of or under is required to recognize any labor organization as the collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the representative of any employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soBusiness.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the any Company: (a) the each Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the any Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the any Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company Companies are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the any Company or currently being negotiated by the any Company; and (g) to the knowledge of the Company, all persons classified by the any Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the each Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) Except as set forth on Schedule 3.24(a), the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, and other than the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (Local 509) ("Company Union"), no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) except for the Company Union, the employees of the Company are not and have never been represented by any labor union, and, except for the collective bargaining agreement between the Company and the Company Union dated September 15, 1996, no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so. A list of IRS Form 1099 distributees of the Company for calendar year 1998 is attached as Schedule 3.24(g).

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: Company and the Subsidiaries: (a) the Company is and has the Subsidiaries are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three five years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened against or directly affecting the Company; Company or any Subsidiary; (d) to the Company's knowledgeor any Subsidiary's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgeor any Subsidiary's Knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and and (g) to the knowledge of the Company, all persons Persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company CDI is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms terms, and conditions of employment and wages and hours, including without limitation any including, such laws respecting minimum wage and overtime payments, employment discrimination, workers' equal opportunity, affirmative action, worker's compensation, family and medical leave, the Immigration Reform and Control Actoccupational safety, and occupational safety health requirements and health requirementsunemployment insurance and related matters, and has are not engaged in and is have not engaged in any unfair labor practice; ; (b) there no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending ornor, to the Company's knowledgeknowledge of CDI is any such investigation threatened or has any such investigation occurred during the last three years, threatened, before the National Labor Relations Board and no governmental entity has provided any notice to CDI or otherwise asserted an intention to conduct any other comparable authority; such investigation; (c) there is not now, nor within the past three years has there been, any no labor strike, slowdown dispute, slowdown, or stoppage actually pending or, to the Company's knowledge, threatened, or threatened against or directly affecting the Company; CDI; (d) to no union representation question or union organizational activity exists respecting the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; employees of CDI; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; binding on CDI; (f) the employees of the Company are not CDI has experienced no work stoppage or other labor difficulty; and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) in the event of termination of the employment of any of the current officers, directors, employees, or agents of CDI, CDI shall, pursuant to any agreement or by reason of anything done prior to the knowledge closing by CDI not be liable to any of said officers, directors, employees, or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits, except to the Companyextent that any matter in Items (a), all persons classified (b), (f) and (g) could reasonably be expected individually or in the aggregate to have a Material Adverse Effect on CDI. CDI had entered into employment agreements with Dr. Wang, Mr. Siegel, Mr. Stxxx, Xx. Yx (xxxxx) Lix xxx Xx. Qxxxxxxn Xxxx eaxx of whxxx xx xxx Xxxxxxg the parties will terminate with no further obligations by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soparties thereto in exchange for identical employment agreements with EVLO.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) Section 2.5(a) of the Company is Seller Disclosure Schedule sets forth a correct and has been complete list of full-time, part-time and seasonal employees and independent contractors of Seller who are engaged in compliance in all material respects with all applicable laws respecting employment and employment practicesthe operation of the Business as of November 27, terms and conditions of employment and wages and hours2019 (collectively, including without limitation the “Employees”), indicating whether any such laws respecting minimum wage Employee is on leave and overtime payments, employment discrimination, workers' compensation, family and medical the length of any such leave, the Immigration Reform and Control Act, each such Employee’s salary or pay rate and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;benefit information. (b) there is not nowThere are no, nor within and during the past three (3) years has there beenhave been no, any actual or, to Seller’s Knowledge, threatened (i) unfair labor practice complaint complaints against the Company pending or, to the Company's knowledge, threatened, Seller before the National Labor Relations Board or any other comparable authority;Governmental Authority, (ii) charges with respect to or relating to Seller’s employment practices before the Equal Employment Opportunity Commission, any state fair employment practice agency or any other Governmental Authority, or (iii) claims with respect to payment of wages, salary, overtime pay or other wage and hour issues before any Governmental Authority with respect to any current or former employees of Seller. No Occupational Safety and Health Administration investigations have been made of Seller in the past three (3) years. (c) there Seller is not nowa party to any union or collective bargaining agreement or other similar agreement or work rules regarding the rates of pay or working conditions of any Employees engaged in the operation of the Business. No union attempts to organize such employees of Seller have been made, nor within the past three years and to Seller’s Knowledge, there are no such attempts currently threatened. There has there beenbeen no actual, any or to Seller’s Knowledge, threatened labor strike, slowdown controversy, slowdown, work stoppage or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company;lockout by any such employees. (d) to the Company's knowledge, no labor representation organization effort exists nor Seller has there been not received any such activity within the past three years; (e) no grievance written notice that any management or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor uniondirector level Employee intends to, and to Seller’s Knowledge no collective bargaining agreement is binding and in force against the Company such Employee has threatened to, terminate his or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soher employment with Seller.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment labor and employment practices, terms and conditions of employment and wages and hourslaws, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, pay equity, income tax, human rights, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there are no wrongful dismissal, constructive dismissal or other employment claims, human rights or pay equity complaints, or employment standards claims, actual or threatened, relating to employees of the Company or independent contractors, or orders or judgments issued against the Company in respect of any such claims or complaints. (c) there are no written or oral employment agreements between the Company and any employees or officers which cannot be terminated on reasonable notice or pay in lieu thereof, or which include terms regarding change of control of the Company. (d) there are no contracts between the Company and independent contractors which cannot be terminated on 30 days or less notice. (e) there have been no surcharges, penalties, fines, orders or charges issued against the Company under workers' compensation or occupational health and safety legislation within the past three years. (f) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board a provincial labor relations board or any other comparable authority; (cg) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage or lock-out actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (dh) to the Company's knowledge, no labor representation organization effort organizing campaign exists nor has there been any such organizing activity within the past three years; (ei) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending andand no claims therefor exist, to the Company's knowledge, no claims therefor exist or have been threatened;; and (fj) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws Laws respecting minimum wage and overtime payments, employment discrimination, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's ’s knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's ’s knowledge, threatened, against or directly affecting the Company; (d) to the Company's ’s knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's ’s knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are is not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law Law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and any Subsidiary: (a) [Reserved] (b) the Company is complying and has been in compliance complied in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company's Knowledge, Threatened with respect to such laws, either by private individuals or by Governmental Authority; (c) the Company has not and is not engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledgeKnowledge, threatenedThreatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, employees and no collective bargaining agreement is or had been binding against or directly affecting the Company; (d) . The Company is not currently negotiating to the Company's knowledge, no labor representation organization effort exists nor has there been any enter into such activity within the past three years; (e) no agreements. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefor exist or have, to the Company's knowledgeKnowledge, been Threatened; (e) no claims therefor exist labor strike, lock-out, slowdown, or have work stoppage is or has ever been threatenedpending or Threatened against or directly affecting the Company; (f) the employees of all Persons who are or were performing services for the Company and are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons were classified by the Company as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms the Service's Form 1099 when required to do so; and (g) SCHEDULE 5.20 hereto sets forth an accurate list, as of the date hereof, of all employees of the Company who earned more than $75,000 in 1998 or are expected to earn that level in 1999, and lists all employment agreements with such employees, and the officers and members of the Company and the rate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such Person as of (a) the Balance Sheet Date and (b) the date hereof.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: Company (ai) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; ; (bii) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's ’s knowledge, threatened, before the National Labor Relations Board or any other comparable authority; ; (ciii) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Stockholders’ knowledge, threatened, against or directly affecting the Company; ; (div) to the Company's Stockholders’ knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; ; (ev) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's Stockholders’ knowledge, no claims therefor exist or have been threatened; ; (fvi) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and and (gvii) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as As of the date of this Agreement, with respect to employees of and service providers to the CompanyICMS: (a) the Company ICMS is and has been in compliance in the United States in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' ’ compensation, family and medical leave, the Immigration Reform and Control Actimmigration laws, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company ICMS pending or, to the Company's knowledgeXxxxxxx’x Knowledge, threatened, before the National Labor Relations Board or any other comparable authorityThreatened; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeXxxxxxx’x Knowledge, threatenedThreatened, against or directly affecting the CompanyICMS; (d) to the Company's knowledgeXxxxxxx’x Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three yearsyears with respect to ICMS; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending with respect to ICMS and, to the Company's knowledgeXxxxxxx’x Knowledge, no claims therefor therefore exist or have been threatenedThreatened; (f) the employees of the Company ICMS are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company ICMS or currently being negotiated by the CompanyICMS; and (g) to the knowledge Knowledge of the CompanyXxxxxxx, all persons classified by the Company ICMS as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company ICMS has fully and accurately reported their compensation on IRS Forms 1099 to the applicable taxing authorities when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and each Subsidiary, except as set forth in Schedule 4.20: (a) the Company and each Subsidiary is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or such Subsidiary pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or such Subsidiary; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and such Subsidiary are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or such Subsidiary or currently being negotiated by the CompanyCompany or such Subsidiary; and (g) to the knowledge of the Company, all persons classified by the Company and such Subsidiary as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and such Subsidiary have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) except as set forth on Schedule 5.21(b), there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) except as set forth on Schedule 5.21(d) and to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as on Section 5.15 of the date of this AgreementSellers Disclosure Schedule, with respect to employees of and service providers the Business: (i) there are no pending, or to the Company: (a) Knowledge of the Company is and has been in compliance in all material respects with all applicable laws respecting Sellers, threatened, labor or employment and employment practices, terms and conditions of employment and wages and hoursdisputes or controversies, including without limitation any such laws respecting minimum wage and overtime paymentsProceeding alleging unlawful harassment, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not nowpractices, nor unpaid wages, unlawful wage or immigration practices, or unlawful tax withholding practices that, if adversely determined, individually or in the aggregate would reasonably be expected to result in Losses in excess of $100,000 and no such Proceedings have occurred within the past three years has (3) years; (ii) there beenis no collective bargaining agreement or collective bargaining relationship with any labor organization; (iii) to the Knowledge of the Sellers, any unfair no union organizing efforts are underway or threatened and no such activities have occurred within the past five (5) years; (iv) there is no strike, slowdown, work stoppage, lockout or other material labor practice complaint against the Company pending dispute underway or, to the Company's knowledgeKnowledge of the Sellers, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor and no such disputes have occurred within the past three years (3) years; (v) with respect to this transaction, any notice required under any law or contract has there been given, and all bargaining obligations with any employee representative have been, any labor strike, slowdown or stoppage actually pending or, prior to the Company's knowledgeClosing will be, threatenedsatisfied; and, against or directly affecting the Company; (dvi) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; , the Business has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending andcollectively, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union“WARN Act”), and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) such action will be implemented without advance notification to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soBuyer.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) [Reserved] (b) the Company is complying and has been in compliance complied in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including including, without limitation limitation, any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements. No claims or investigations are pending or, and to the Company's Knowledge, Threatened with respect to such laws, either by private individuals or by Governmental Authority; (c) the Company has not and is not engaged in any unfair labor practice; (b) there . There is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledgeKnowledge, threatenedThreatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, employees and no collective bargaining agreement is or had been binding against or directly affecting the Company; (d) . The Company is not currently negotiating to the Company's knowledge, no labor representation organization effort exists nor has there been any enter into such activity within the past three years; (e) no agreements. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefor exist or have, to the Company's knowledgeKnowledge, been Threatened; (e) to the Knowledge of the Company and the Members, no claims therefor exist labor strike, lockout, slowdown, or have work stoppage is or has ever been threatenedpending or Threatened against or directly affecting the Company; (f) the employees of all Persons who are or were performing services for the Company and are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons were classified by the Company as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms the Service's Form 1099 when required to do so; and (g) SCHEDULE 5.20 hereto sets forth an accurate list, as of the date hereof, of all employees of the Company who earned more than $75,000 in 1998 or are expected to earn that level in 1999, and lists all employment agreements with such employees, and the officers and members of the Company the rate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such Person as of (a) the Balance Sheet Date and (b) the date hereof.

Labor and Employment Matters. Except (a) Other than the applicable industry-wide collective bargaining agreement, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, works council agreement or other similar Contract (each, a “Labor Agreement”) with any labor union, works council, labor organization, or other similar workers’ group or representative (each, a “Labor Organization”), and, except as set forth a result of staff representative elections organized in SCHEDULE 5.21application of applicable Law, in the past three (3) years, no Labor Organization has represented or, to the knowledge of the Company, attempted to represent, mandate or organize any employees of the Company or any of its Subsidiaries in their capacity as such or made any demand for recognition or certification, and, other than legal information-consultation obligations with the Works Council, as the case may be, (ii) the notice to, consent of, consultation with or the rendering of formal advice by any Labor Organization is not required under applicable Law or Labor Agreement for the Company to enter into this MoU or to consummate any of the date Transactions. (b) In the past three (3) years, there has not been any actual or, to the knowledge of this Agreementthe Company, threatened in writing, and neither the Company nor any of its Subsidiaries has been affected by, any strike, slowdown, work stoppage, picketing, lockout, concerted refusal to work overtime or other similar labor activity with respect to any employees of and service providers the Company or any of its Subsidiaries, except as would not be material, individually or in the aggregate, to the Company and its Subsidiaries (taken as a whole). There are no outstanding material labor disputes subject to any formal grievance or other dispute resolution procedure, and in the past three (3) years there have been no material labor- or employment-related Actions pending or, to the knowledge of the Company:, threatened in writing with respect to any employee or individual independent contractor of the Company or any of its Subsidiaries. (ac) The Company and its Subsidiaries are and for the Company is and has past three (3) years have been in compliance in all material respects with all applicable laws respecting employment and Laws relating to employment, labor employment practices, and use of independent contractors, consultants and other agents and individual service providers, including all applicable Laws relating to terms and conditions of employment and employment, wages and other compensation (including overtime and holiday/vacation pay), hours, including without limitation any such laws respecting minimum wage and overtime paymentsbenefits, collective bargaining, employment discrimination, harassment, retaliation, whistleblowing, civil rights, safety and health, workers' ’ compensation, family pay equity, disability rights or benefits, equal opportunity, classification of exempt and medical leavenon-exempt employees and independent contractors or a similar exemption and/or classification under applicable Law, immigration and work authorization, reductions in force, plant closures, mass layoffs and facility closings (including the Immigration Reform WARN Act), SARS-CoV-2 or COVID-19, unemployment insurance and Control Actthe collection and payment of withholding and/or social security Taxes, and occupational safety there has been no determination by any Relevant Authority that any independent contractor, consultant or other agent and health requirements, and has not and individual service provider is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against an employee of the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company;and/or its Subsidiaries. (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within In the past three (3) years; , neither the Company nor any of its Subsidiaries has experienced a “plant closing,” “business closing,” or “mass layoff” (e) no grievance as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)), or arbitration proceeding arising out of any comparable Law or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist a similar redundancy or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and reduction in force against measure under any other applicable Law or engaged in or conducted any other material reduction in force of employees or other action that triggered the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soWARN Act.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and each Subsidiary, except as set forth in Schedule 6.20: (a) the Company and each Subsidiary is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or such Subsidiary pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or such Subsidiary; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and such Subsidiary are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or such Subsidiary or currently being negotiated by the CompanyCompany or such Subsidiary; and (g) to the knowledge of the Company, all persons classified by the Company and such Subsidiary as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and such Subsidiary have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Companyeach Partnership: (a) the Company each Partnership is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company either Partnership pending or, to the Companyeither Partnership's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Companyeither Partnership's knowledge, threatened, against or directly affecting the Companyeither Partnership; (d) to the Companyeach Partnership's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Companyeach Partnership's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company each Partnership are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company either Partnership or currently being negotiated by the Companyeither Partnership; and (g) to the knowledge of the Company, all persons classified by the Company either Partnership as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company each Partnership has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (a) Except as set forth required by applicable Law, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement applicable to persons employed by the Company or any of its Subsidiaries. Except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply in SCHEDULE 5.21any respect with the provisions of any collective bargaining agreement and there are no grievances outstanding against the Company or any of its Subsidiaries under any such agreement and (ii) there are no employment related or unfair labor practice complaints pending against the Company or any of its Subsidiaries before any Governmental Authority. No labor strike, as of the date of this Agreementwork stoppage, with respect to employees of and service providers slowdown or other material labor dispute has occurred or, to the Company:’s knowledge, been threatened, in the past three (3) years, and none is underway or, to the Company’s knowledge, threatened. (ab) Except as would not have a Company Material Adverse Effect, (i) the Company is and has been its Subsidiaries are currently in compliance in all material respects with all applicable laws respecting Laws relating to the employment and employment practicesof labor, terms and conditions of employment and wages and including those related to wages, hours, including without limitation any such laws respecting minimum wage collective bargaining, retaliation, civil rights, safety and overtime paymentshealth, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Actimmigration laws, and occupational safety the payment and health requirements, withholding of Taxes; and has not and is not engaged in any unfair labor practice; (bii) there is not nowno charge of discrimination in employment or employment practices for any reason, nor within the past three years including, age, gender, race, religion or other legally protected category, which has there been, any unfair labor practice complaint against the Company been asserted or is now pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's ’s knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge any of the Company, all persons classified by its Subsidiaries before any Governmental Authority in any jurisdiction in which the Company as independent contractors do satisfy and have satisfied the requirements or any of law to be so classified, and the Company its Subsidiaries has fully and accurately reported their compensation on IRS Forms 1099 when required to do soemployed or currently employs any person.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as Section 4.26 of the date Disclosure Schedule, insofar as it relates to the Purchased Assets or the Business (a) there is no unfair labor practice charge or complaint against Seller or the Company pending, or, to Seller's knowledge, threatened in writing against Seller or the Company; (b) there is no labor strike, dispute, slowdown or stoppage pending or, to Seller's knowledge, threatened in writing against or materially affecting Seller or the Company; (c) there is no representation claim or petition pending before the National Labor Relations Board; (d) there are no collective bargaining agreements applicable to the employees of this AgreementSeller or the Company and no such agreements are currently being negotiated, nor to Seller's knowledge has there been any organizational activity taking place with respect to employees of the Business; and service providers (e) during the past five (5) years with respect to the Company: (a) 35 Business, neither Seller nor Company has conducted a lockout of any of its employees, nor has Seller or Company been subject to, or, to the Company knowledge of the Seller, threatened in writing with, any strike, slowdown, picketing or work stoppage by any union or other group of employees, any secondary boycott with respect to the products or services of the Business, or any other material labor trouble or other material occurrence, event or condition of a similar character. The Seller is and has been in compliance in all material respects with all applicable laws regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any except where the failure to be in such laws respecting minimum wage compliance would not reasonably be expected to have a Material Adverse Effect. There has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and overtime payments, employment discrimination, workers' compensation, family and medical leave, Retraining Notification Act ("WARN") with respect to the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor Business within the past three years has there been, any unfair labor practice complaint against the Company pending or, 60 days prior to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out date of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do sothis Agreement.

Labor and Employment Matters. Except as to the extent set forth in SCHEDULE 5.21Schedule 3.18, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the Company is Partnership and has the General Partner are and have been in compliance in all material respects with all applicable laws Applicable Laws respecting employment and employment practices, terms and conditions of employment and employment, wages and hours, including including, without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leavelimitation, the Immigration Reform and Control ActAct ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirementsrequirements and unemployment insurance and related matters, and has are not engaged in and is have not engaged in any unfair labor practice; , except for such noncompliances which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on the Partnership; (b) there to the knowledge of the General Partner, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is not nowpending, nor within is any such investigation threatened. Neither the past Partnership nor the General Partner has received written notice of any such investigation having occurred during the last three years and no Governmental Authority has there beenprovided any notice to the General Partner or otherwise asserted an intention to conduct any such investigation or review, any unfair labor practice complaint against the Company pending ornor, to the Company's knowledgeknowledge of the General Partner, threatened, before the National Labor Relations Board is there any basis for any such investigation or any other comparable authority; review; (c) there is not now, nor within the past three years has there been, any no labor strike, dispute, slowdown or stoppage actually pending or, to the CompanyGeneral Partner's knowledge, threatened, threatened against or directly affecting the Company; Partnership or the General Partner; (d) no union representation question or, to the CompanyGeneral Partner's knowledge, no labor representation organization effort union organizational activity exists nor has there been any such activity within respecting the past three years; employees of the Partnership or the General Partner; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements agreement exists which is binding on the Partnership or the General Partner, nor has the Partnership or the General Partner been a party to any collective bargaining agreement within the last ten years; (f) neither the Partnership nor the General Partner have experienced any work stoppage or other labor difficulties; (g) neither the Partnership nor the General Partner is delinquent in payments to any of its employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or agents; (h) neither the Partnership nor the General Partner has done anything or entered into any agreement that would cause the Partnership, the General Partner or the Company to be liable to any of said officers, directors, employees or agents, in the event of termination for any reason of the employment of any said employees or agents, for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any employee or agent of the Partnership or the General Partner who receives salary or compensation in excess of $40,000 per annum or any termination of any employee or agent of the Partnership or the General Partner that could result in a Liability to the Company in excess of $40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending andor, to the CompanyGeneral Partner's knowledge, no claims therefor exist threatened suits, claims, actions, charges, investigations or have been threatened; proceedings of any nature (fA) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the employees of the Company are not and have never been represented by equivalent thereof under any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soApplicable Law).

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: : (a) the Company is complies and has been in compliance complied in all material respects with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws Laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company's Knowledge, threatened with respect to such laws, either by private individuals or by governmental agencies; (b) the Company is not engaging and has not and is not engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledgeKnowledge, threatened, before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, employees and no collective bargaining agreement is or had been binding against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been is any such activity within the past three years; (e) no agreement under negotiation. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefor exist or have, to the Company's knowledgeKnowledge, no claims therefor exist or have been threatened; ; (fd) the employees of the Company are not and have never no labor strike, lock-out, slowdown, or work stoppage is or has ever been represented by any labor union, and no collective bargaining agreement is binding and in force pending or threatened against the Company or currently being negotiated by directly affecting the Company; and and (ge) to the knowledge of the Company, all persons classified by who are or were performing services for the Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their its compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (i) Section 5(o) of the Disclosure Schedule sets forth a list of all persons who are either employees or independent contractors of the Company as of the date hereof, and sets forth for each such individual the following: (i) name, (ii) title or position (including whether full or part time), (iii) hire date, (iv) current annual base compensation rate, (v) annualized target amount of commission, bonus or other incentive-based compensation (if any), and (vi) (for employees) designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act and applicable Law. (ii) Except as set forth in SCHEDULE 5.21Section 5(o) of the Disclosure Schedule, as of the date hereof, all compensation, including without limitation, wages, fees, accrued benefits, incentive based compensation, commissions and bonuses payable to employees or independent contractors of this Agreementthe Company for services performed prior to the date hereof have been paid in full when due and in material compliance with all applicable Laws and there are no written agreements, understandings or commitments of the Company with respect to any compensation of any employee, including without limitation, commissions, bonuses or increases in compensation. All employees of and service providers to based in the Company:United States are employed on an “at-will” basis. (aiii) Except as set forth in Section 5(o) of the Disclosure Schedule, the Company is not a party to or bound by any collective bargaining agreement or other similar agreement, and (A) there are no labor unions or other organizations representing any employees of the Company and (B) no labor organization or group of employees has filed any representation petition or made any written demand to the Company for recognition. Since January 1, 2015, there has not occurred or, to the Knowledge of the Company, been in compliance in all material respects threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity with all applicable laws respecting employment and employment practicesrespect to any employee of the Company and, terms and conditions to the Knowledge of employment and wages and hoursthe Company, including without limitation no event has occurred or circumstance exists that may provide the basis of any such laws respecting minimum wage and strike, slowdown, picketing, work stoppage, concerted refusal to work overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair or other similar labor practice;activity. (biv) Except as set forth in Section 5(o) of the Disclosure Schedule, there is no employment-related charge (including, but not nowlimited to, nor within the past three years has there been, any an unfair labor practice complaint against the Company charge), complaint, grievance, investigation, inquiry or obligation of any kind, currently pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge Knowledge of the Company, all persons classified threatened, in any forum, relating to an alleged violation or breach in any material respect by the Company (or any of the Company’s officers or directors) of any Law or Contract pertaining to employment and employment practices. (v) Except as independent contractors do satisfy and have satisfied set forth in Section 5(o) of the requirements Disclosure Schedule, the Company maintains employee files with proof of law work eligibility in material compliance with all applicable Laws. (vi) Except as set forth in Section 5(o) of the Disclosure Schedule, there are no Legal Proceedings pending against the Company, or to the Company’s Knowledge, threatened to be so classifiedbrought or filed, by or with any Governmental Body or arbitrator in connection with the employment of any current or former employee, temporary workers, consultant or independent contractor, individually or collectively, including, without limitation, any claim relating to unfair labor practices, wage and hour violations, wrongful termination, intentional or negligent infliction of emotional distress, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. There are no internal complaints or reports by any current or former employee, temporary worker, consultant or independent contractor pursuant to the anti-harassment policy of the Company that are pending or under investigation or as to any wage and hour violation(s). (vii) Except as set forth in Section 5(o)(vii) of the Disclosure Schedule, the Company has fully complied with WARN and accurately reported their compensation it has no plans as of the date hereof to undertake any action in the future that would trigger WARN. Except as disclosed on IRS Forms 1099 when required to do soSection 5(o)(vii) of the Disclosure Schedule, no employee has experienced an “employment loss” as defined by WARN within the last 90 days. (viii) The representations and warranties set forth in this Section 5(o) are the Company’s sole and exclusive representations and warranties regarding employment matters.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;practices. (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's Shareholders' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Shareholders' knowledge, threatened, against or directly affecting the Company; (d) to the Company's Shareholders' knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's Shareholders' knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against with respect to the Company or currently being negotiated by the Company; and (g) to the knowledge of Company and the Company, Shareholders have a reasonable basis for believing that all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. (a) Except as set forth in SCHEDULE 5.21, as Section 5.11 (separately for each of the date clauses (i) through (x)) of this AgreementJetcast Disclosure Schedule, with respect to current and former employees of (each, an "Employee"), candidates for employment, non-employee workers and service providers to the Companyof Jetcast: (ai) the Company Jetcast is and and, since April, 1 2007 has been been, in compliance in all material respects with all applicable laws Laws respecting employment and employment, employment practices, terms and conditions of employment employment, and wages and hours, including without limitation but not limited to any such laws Laws respecting minimum wage and overtime payments, employment discrimination, retaliation, workers' ’ compensation, family and medical leave, military leave and other leaves, the Immigration Reform and Control ActAct and other immigration laws, statutes and regulations, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practicepractice or violated any collective bargaining agreements or employment contracts, if any exist; (bii) to Jetcast’s Knowledge, there is no reasonable basis for any claim by any Employee, candidate, or non-employee worker that they were subject to a wrongful discharge, or any employment discrimination or retaliation by Jetcast, or its management, arising out of or relating to such individual’s race, sex, age, religion, national origin, ethnicity, handicap or any other protected characteristic or activity under applicable Laws, and Jetcast has not breached any promises, agreements or understandings made to or with any Employee, candidate or non-employee worker; (1) there is not now, nor within the past three five (5) years has there been, any unfair actions, suits, claims, labor practice complaint against the Company pending disputes or grievances pending, or, to Jetcast’s Knowledge, threatened or reasonably anticipated relating to any labor, employment, or safety matters involving any Employee, candidate or non-employee worker, including but not limited to charges of unfair labor practices, discrimination complaints, retaliation complaints, wrongful discharge or other alleged unlawful employment practice, which, if adversely determined, would, individually or in the Company's knowledgeaggregate, threatened, before the National Labor Relations Board or result in any other comparable authorityliability to Jetcast; (c2) there is not now, nor within the past three five (5) years has there been, any slowdown, work stoppage, labor strikedispute or union organizing activity, slowdown or stoppage actually pending orany similar activity or dispute, affecting Jetcast or any of its employees. There is not now pending, and no Person has threatened to the Company's knowledgecommence, threatenedany such slowdown, against work stoppage, labor dispute or directly affecting the Companyunion organizing activity or any similar activity or dispute; (d3) to the Company's knowledgeEmployees of Jetcast are not, no labor representation organization effort exists nor has there been any such activity and have not within the past three years; five (e5) no grievance years been, represented by any labor union, works council, or arbitration proceeding arising out of or under collective bargaining agreements is pending andother similar body, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and they are not and have never been represented a party to or bound by any labor unionunion contract, and collective bargaining agreement or similar contract; no collective bargaining agreement is binding and in force against the Company Jetcast or currently being negotiated by Jetcast, and Jetcast has not recognized nor within the Company; andpast five (5) years received a demand for recognition from any collective bargaining representative with respect to any of its employees, no union organization campaign is in progress with respect to any of the Employees, and no question concerning representation exists respecting such employees; (g4) Jetcast has not entered into any agreement, arrangement or understanding restricting its ability to terminate the knowledge employment of the Companyany or all of its Employees at any time, all persons for any lawful or no reason, without penalty or liability; (5) each person classified by the Company Jetcast as an independent contractors do satisfy contractor satisfies and have has satisfied the requirements of law any applicable Law to be so classified, and the Company ; Jetcast has fully and accurately reported their such independent contractors’ compensation on IRS Forms 1099 when required to do so; and it has paid all independent contractors all monies currently due and owing to it; (6) Jetcast has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits or social security or other benefits or obligations for Employees (other than routine payments to be made in the Ordinary Course of Business); (7) there are no pending or, to Jetcast’s Knowledge, threatened or reasonably anticipated claims or actions against Jetcast under any worker’s compensation policy, short-term disability plan or policy, or long-term disability plan or policy; and (8) Jetcast is not subject to any consent decrees, orders or agreements with any government, government agency or other third party/ies with respect to any employment practices, including, but not limited to, hiring practices, promotion practices, or affirmative action programs. (b) There are no personnel policies or work rules applicable to the employees of Jetcast, other than policies and work rules set forth in employee manuals, true and complete copies of which have previously been provided to Merger Sub. (c) No "mass layoff," "plant closing," "relocation," "termination" or similar event as defined by the Worker Adjustment Retraining and Notification Act (29 U.S.C. §2101 et. seq.) and/or California Labor Code section 1400 et.seq. with respect to any Employee of Jetcast has occurred. (d) Section 5.11(d) of Jetcast Disclosure Schedule contains a complete and accurate list of all of Jetcast’s current employees (including those on leave of absence), as of the date specified on such schedule, showing for each such Person: (i) name, position held, country of residence, employment location, birth date, annual base salary and target incentive compensation (if applicable) and fringe benefits, profit-sharing arrangements and other benefits and payments; (ii) date of hire and if Jetcast recognized any service for any employee prior to joining Jetcast, the first date of such service; (iii) vacation eligibility for calendar year 2010; (iv) accrued and unused vacation and sick time for calendar year 2010, including accrued but unused vacation and sick time; (v) visa status; (vi) leave status (including type of leave, expected return date for non-disability related leaves and expiration dates for disability leaves); and (vii) the name of any union, collective bargaining agreement or other similar labor agreement covering such employee. Section 5.11(d) of Jetcast Disclosure Schedule contains a complete and accurate list of all non-employee workers, including, without limitation, independent contractors, consultants and supplier employees providing services to Jetcast, showing for each such individual: (1) their name, (2) work being performed, and (3) employer, if not self-employed, (4) compensation rates, and (5) the duration of their retention. (e) With respect to Jetcast’s former employees who ended their employment within the last five (5) years, Jetcast has in its possession (which shall be maintained through the Closing Date) accurate records, with respect to each such employee, of: (i) the employee’s name, position held, annual base salary and target incentive compensation (if applicable); (ii) net credited service date; and (iii) the name of any union, collective bargaining agreement or other similar labor agreement covering such employee.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and ---------------------------- service providers to the Company, except as set forth on Schedule 3.24: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Schedule 4.15 sets forth, the name, title and tenure with the Company of each employee or independent contractor of the Company (collectively, the “Business Employees”). With respect to each such Business Employee, Schedule 4.15 also sets forth the current base and total compensation for each Business Employee and such amounts for the most recently completed fiscal year, any change in the rate or manner of compensation since the end of the most-recently completed fiscal year, any non-base salary compensation or remuneration arrangements (including detail as to option, restricted stock, phantom stock and profit participation grants and arrangements), whether full-time or part-time and whether exempt or non-exempt under the Fair Labor Standards Act (“FLSA”). With respect to the Company: (a) there is no collective bargaining agreement or relationship with any labor organization, nor does any labor union or association or collective bargaining agent represent any Business Employee; (b) to Sellers’ Knowledge, no pending or threatened unfair labor practice charge exists; (c) [reserved]; (d) no labor organization or Business Employee has filed any representation petition or made any written demand for recognition and, to Sellers’ Knowledge, none of same is pending or, to Sellers’ Knowledge, threatened; (e) no union organizing or decertification efforts are underway or, threatened, and no other question concerning representation exists and none of same is pending or, to Sellers’ Knowledge, threatened; (f) no labor strike, work stoppage, slowdown, or other labor dispute has occurred, and none is underway or, to Sellers' Knowledge, threatened; (g) except as set forth in Schedule 4.15(g), with respect to any Business Employee, there is no workers’ compensation claim pending against the Company; (h) there is no employment-related charge, complaint, grievance, investigation, audit, lawsuit or inquiry of any kind, pending or, to Sellers’ Knowledge, threatened in any forum, relating to an alleged violation or breach by the Company (or its officers, managers, co-workers, supervisors, or directors) of any Law, Permit, or Contract, including, without limitation, federal or state civil rights or discrimination claims, FLSA, OSHA, or similar claims, and any work-related claim or administrative proceeding, and none of same has ever existed; (i) no employee or agent of the Company has committed any act or omission giving rise to liability for any violation identified in subsection (h) above; and (j) no term or condition of employment exists through arbitration awards, settlement agreements, side agreements, or other understandings that is inconsistent with the express terms of any applicable collective bargaining agreement with respect to (i) hours of work; (ii) scheduling and assignment of work; or (iii) layoffs or other workforce reductions (including but not limited to severance or notice requirements arising therefrom). Each independent contractor of the Company is properly classified as an independent contractor, and neither the Company nor any Plan or Benefit Program or Agreement has any liability for any misclassification of any employee as an independent contractor. Each employee of the Company is properly classified with respect to eligibility for minimum wage and overtime under the FLSA and similar applicable state laws. All Business Employees who reside and/or work in the United States are residing and/or working in the United States (i) free of any restrictions or limitations on their ability to accept employment lawfully in the United States and (ii) in compliance with all applicable laws, rules and regulations relating to immigration and naturalization, including but not limited to, the Immigration Act of 1997, as amended, and the Labor Condition Application requirements and regulations of the U.S. Department of Labor. Except as set forth in SCHEDULE 5.21on Schedule 4.15, as of no action, suit, proceeding, hearing, investigation, charge, complaint or claim has been filed or commenced against the date of this AgreementCompany or any Business Employees, with respect to employees of and service providers to the Company: that (a) the Company is and has been in compliance in all material respects alleges any failure to comply with all applicable laws respecting employment laws, rules and employment practices, terms regulations relating to immigration and conditions of employment and wages and hoursnaturalization, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leavebut not limited to, the Immigration Reform and Control ActAct of 1986, as amended, and occupational safety the Labor Condition Application requirements and health requirements, and has not and is not engaged in any unfair labor practice; regulations of the U.S. Department of Labor or (b) there is not nowseeks removal, nor within exclusion or other restrictions on (i) such Business Employee’s ability to reside and/or accept employment lawfully in the past three years has there been, any unfair labor practice complaint against the Company pending or, to United States and/or (ii) the Company's knowledge, threatened, before ’s continued ability to sponsor employees for immigration benefits. The Company and its personnel maintain all security clearances which are necessary or desirable for the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees operation of the Company are not and have never been represented by any labor unionBusiness. Since January 1, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company2014, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully maintained and accurately reported their compensation on IRS Forms 1099 when required to do soenforced a drug and alcohol testing policy which is in all material respects in compliance with all Laws.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company's Stockholders' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Stockholders' knowledge, threatened, against or directly affecting the Company; (d) to the Company's Stockholders' knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the CompanyStockholder's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of Company and the Company, Stockholders have a reasonable basis for believing that all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as on Schedule 5.20(d) of the date of this AgreementDisclosure Memorandum, with respect to employees of and service providers (i) there are no pending, or to the Company: (a) Knowledge of the Company is and has been in compliance in all material respects with all applicable laws respecting Selling Companies, threatened, labor or employment and employment practices, terms and conditions of employment and wages and hoursdisputes or controversies, including without limitation any such laws respecting minimum wage and overtime paymentsLegal Actions alleging unlawful harassment, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; practices, unpaid wages, unlawful wage or immigration practices, or unlawful Tax withholding practices; (bii) there is not nowno strike, nor slowdown, work stoppage, lockout or other material job action underway, or to the Knowledge of the Selling Companies, threatened, and no such job action has occurred in the past three (3) years; (iii) with respect to the transactions contemplated by this Agreement and the Related Agreements, any notice required under any Legal Requirement or Contract has been or, prior to the Closing, will be given in a timely manner, and all bargaining obligations with any employee representative have been or, prior to the Closing, will be satisfied; and (iv) within the past three years has there been(3) years, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees none of the Company are not and have never been represented by Selling Companies has implemented any labor union, and no collective bargaining agreement is binding and in force against plant closing or layoff of employees that could implicate the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classifiedWARN Act, and the Company transactions contemplated by this Agreement will not require any action with respect to the WARN Act. To the Knowledge of the Selling Companies, no event has fully occurred and accurately reported their compensation on IRS Forms 1099 when required to do sono circumstances exist which could result in any of the foregoing representations and warranties in this Section 5.20(d) being false, inaccurate or misleading.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to ---------------------------- employees of and service providers to the Company: Company and the Subsidiaries: (a) the Company is and has the Subsidiaries are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledgeor any Subsidiary's Knowledge, threatened, threatened against or directly affecting the Company; Company or any Subsidiary; (d) to the Company's knowledgeor any Subsidiary's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledgeor any Subsidiary's Knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and and (g) to the knowledge of the Company, all persons Persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: Company and the Subsidiaries: (a) the Company is and has the Subsidiaries are and have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; ; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's or any Subsidiary's knowledge, threatened, threatened before the National Labor Relations Board or any other comparable authority; ; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's or any Subsidiary's knowledge, threatened, threatened against or directly affecting the Company; Company or any Subsidiary; (d) to the Company's or any Subsidiary's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; ; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's or any Subsidiary's knowledge, no claims therefor exist or have been threatened; ; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the CompanyCompany or any Subsidiary; and and (g) to the knowledge of the Company's knowledge, all persons Persons classified by the Company or its Subsidiaries as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to do so. To the Company's knowledge, none of the employees of the Company or any of its Subsidiaries is obligated under any contract or other agreement (including licenses, covenants or commitments of any nature), or subject to any judgment, decree or order of any court or administrative agency, that materially interferes with the use of the employee's best efforts to promote the interests of the Company and its Subsidiaries or conflicts with the business as proposed to be conducted by the Company or its Subsidiaries.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and each Subsidiary: (a) the Company and each Subsidiary is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or such Subsidiary pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the CompanyCompany or such Subsidiary; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and such Subsidiary are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or such Subsidiary or currently being negotiated by the CompanyCompany or such Subsidiary; and (g) to the knowledge of the Company, all persons classified by the Company and such Subsidiary as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has and such Subsidiary have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompany and the Subsidiary: (a) [Reserved] (b) the Company is and the Subsidiary are complying and has been in compliance complied in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company's Knowledge, Threatened with respect to such laws, either by private individuals or by Governmental Authority; (c) neither the Company nor the Subsidiary has not and is not engaged in any unfair labor practice; (b) , and there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company or the Subsidiary pending or, to the Company's knowledgeKnowledge, threatenedThreatened, before the National Labor Relations Board or any other comparable authority; (cd) there is not now, nor within the past three years no labor union represents or has there been, any labor strike, slowdown or stoppage actually pending or, to ever represented the Company's knowledge, threatened, or the Subsidiary's employees and no collective bargaining agreement is or had been binding against or directly affecting the Company; (d) . Neither the Company nor the Subsidiary is not currently negotiating to the Company's knowledge, no labor representation organization effort exists nor has there been any enter into such activity within the past three years; (e) no agreements. No grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships is pending andpending, and no claims therefor exist or have, to the Company's knowledgeKnowledge, been Threatened; (e) no claims therefor exist labor strike, lock-out, slowdown, or have work stoppage is or has ever been threatenedpending or Threatened against or directly affecting the Company or the Subsidiary; (f) the employees of the Company all Persons who are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against or were performing services for the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons Subsidiary and are or were classified by the Company as independent contractors do or did satisfy and have satisfied the requirements of law to be so classified, and the Company and the Subsidiary has fully and accurately reported their compensation on IRS Forms the Service's Form 1099 when required to do so; and (g) SCHEDULE 5.20 hereto sets forth an accurate list, as of the date hereof, of all employees of the Company and the Subsidiary who earned more than $75,000 in 1998 or are expected to earn that level in 1999, and lists all employment agreements with such employees, and the officers and directors and the rate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such Person as of (a) the Balance Sheet Date and (b) the date hereof.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and; (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so; and (h) Schedule 4.21(h) describes all of the compensation arrangements between the Company and its employees.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with respect to employees of and service providers to the Company: (a) the (i) The Company is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (b) there is not nowin, nor within has the past three years has there beenCompany or the Prior Entity since December 31, 1995 engaged in, any unfair labor practice complaint against which could reasonably be expected to result in any material liability to the Company pending Company; (ii) there is no labor strike, dispute, slowdown or stoppage pending, or, to the knowledge of the Company or the Shareholders, threatened against the Company's knowledge; (iii) no union is currently certified, threatened, before there is no union representation question and no union or other organizational activity that would be subject to the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending Act exists or, to the Company's knowledgeknowledge of the Company or the Shareholders, threatened, against or directly affecting is threatened with respect to the operations of the Company; ; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (eiv) no grievance or arbitration proceeding arising out of or under a collective bargaining agreements agreement is pending andpending, to the Company's knowledge, and no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor unionor, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company or the Shareholders, are threatened with respect to the operations of the Company; (v) no collective bargaining agreement exists which is binding on the Company; (vi) neither the Company nor the Prior Entity has experienced any work stoppage or other material labor difficulty; (vii) the Company is not delinquent in any material respect in payments to any of its or the Prior Entity's current or former officers, directors, employees or agents for any wages, salaries, commissions, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to them; and (viii) in the event of termination of the employment of any employee of the Company, all persons classified by neither the Company nor Parent or any of its Affiliates will be liable to any such employee under any agreement in effect at the Closing for so-called "severance pay" or any other payments or benefits, including, without limitation, post-employment health care or insurance benefits. (b) The Company and its Subsidiaries employ a total of approximately Six (6) full-time employees and no part-time employees and generally enjoy good employer-employee relationships. All such employees, including the name, date of hire, wages and bonuses of such employees for the fiscal year 1999 and as independent contractors of the date hereof are listed on Schedule 5.16(b). The Company and its Subsidiaries do satisfy not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for the Company or any of its Subsidiaries less than six of the last twelve months) and will not have satisfied employed 100 or more employees at any point during the requirements 90 days prior to and including the Closing Date. The Company is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of law employment, and wages and hours. The Company is not delinquent in any material respect in any payments to any of its or the Prior Entity's employees or Contingent Workers (as that term is defined below) for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be so classifiedreimbursed to such employees or Contingent Workers. There are no grievances, and complaints or charges with respect to employment or labor matters (including, without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to the knowledge of the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.or the Shareholders, threatened in any judicial, regulatory or administrative forum, or under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement). To the knowledge of the Company or the Shareholders, none of the

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as on Schedule 3.14: (i) none of the date employees employed in the Business is a party to or bound by any collective bargaining agreement or other labor Contract; (ii) no labor organization or group of this Agreementemployees has filed any representation petition or made any written demand for recognition; (iii) no organizing or decertification efforts are underway or, with respect to employees of and service providers to the Company: Sellers’ Knowledge, Threatened; (aiv) the Company is and since January 1, 2006, no labor strike, work stoppage, slowdown or other material labor dispute has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Actoccurred, and occupational safety and health requirementsnone is underway or, and has not and is not engaged in any unfair labor practice; to the Sellers’ Knowledge, Threatened; (bv) there is no employment-related charge (including, but not nowlimited to, nor within the past three years has there been, any an unfair labor practice complaint against the Company charge), complaint, grievance, investigation, inquiry or obligation of any kind, pending or, to the Company's knowledgeSellers’ Knowledge, threatenedThreatened, before in any forum, relating to an alleged violation or breach by the National Labor Relations Board Sellers (or their respective directors or officers) of any Legal Requirement or Contract; (vi) all amounts due or accrued for all salary, wages, bonuses, commissions, pension benefits or other employee benefits as of the Latest Balance Sheet Date are reflected in the Latest Balance Sheet; (vii) no employee employed in the Business has any agreement as to length of notice or severance payment required to terminate his or her employment; and (viii) the Buyer will not have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable Legal Requirements or otherwise, as a result of the Transaction. With respect to the Transaction, any notice required under any Legal Requirement or any other comparable authority; (c) there is not nowcollective bargaining agreement has been, nor within or prior to the Closing will be, given, and all bargaining obligations with any employee representative have been, or prior to the Closing will be, satisfied. Within the past three years has there been(3) years, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees none of the Company Sellers has implemented any plant closing or mass layoff of employees as those terms are not and have never been represented by any labor union, and no collective bargaining agreement is binding and defined in force against the Company or currently being negotiated by the Company; and (g) to the knowledge of the Company, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soWARN Act.

Labor and Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement with any labor union, labor organization or works council, or any other agreement regarding the rates of pay or working conditions of any employees applicable to persons employed by the Company or any of its Subsidiaries, and has not been a party to or bound by any such agreement, or otherwise bound by any obligation to bargain with or recognize any such labor union, labor organization or works council within the last three (3) years. Except as set forth in SCHEDULE 5.21would not have a Company Material Adverse Effect, as there are no employment related or unfair labor practice complaints pending against the Company or any of the date of this Agreementits Subsidiaries before any Governmental Authority. No labor strike, with respect to employees of and service providers work stoppage, slowdown or other material labor dispute has occurred or, to the Company:’s knowledge, been threatened, in the past three (3) years, and none is underway or, to the Company’s knowledge, threatened. (ab) Except as would not have a Company Material Adverse Effect, (i) the Company is and has been its Subsidiaries are currently in compliance in all material respects with all applicable laws respecting Laws relating to the employment and employment practicesof labor, terms and conditions of employment and wages and including those related to wages, hours, including without limitation any such laws respecting minimum wage collective bargaining, retaliation, civil rights, safety and overtime paymentshealth, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Actimmigration laws, and occupational safety the payment and health requirements, withholding of Taxes; and has not and is not engaged in any unfair labor practice; (bii) there is not nowno charge of discrimination in employment or employment practices for any reason, nor within the past three years including, age, gender, race, religion or other legally protected category, which has there been, any unfair labor practice complaint against the Company been asserted or is now pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's ’s knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; and (g) to the knowledge any of the Company, all persons classified by its Subsidiaries before any Governmental Authority in any jurisdiction in which the Company as independent contractors do satisfy and have satisfied the requirements or any of law to be so classified, and the Company its Subsidiaries has fully and accurately reported their compensation on IRS Forms 1099 when required to do soemployed or currently employs any person.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreement, with With respect to employees of and service providers to the CompanyCompanies: (a) the Company is Companies are and has have been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting minimum wage and overtime payments, employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and has have not and is are not engaged in any unfair labor practice; (b) there is not now, nor within the past three years has there been, any unfair labor practice complaint against the Company Companies pending or, to the Company's Companies' knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's Companies' knowledge, threatened, against or directly affecting the CompanyCompanies; (d) to the Company's Companies' knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's Companies' knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company Companies are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company Companies or currently being negotiated by the CompanyCompanies; and (g) to the knowledge of the Company, all persons classified by the Company Companies as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has Companies have fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

Labor and Employment Matters. Except as set forth in SCHEDULE 5.21, as of the date of this Agreementon Schedule 3.01(p), with respect to employees of and service providers the Business or the Shared Business (i) there are no pending, or to the Company: (a) the Company is and has been in compliance in all material respects with all applicable laws respecting Knowledge of Seller, threatened, labor or employment and employment practices, terms and conditions of employment and wages and hoursdisputes or controversies, including without limitation any such laws respecting minimum wage and overtime paymentsProceeding alleging unlawful harassment, employment discrimination, workers' compensationunfair labor practices, family and medical leaveunpaid wages, the Immigration Reform and Control Actunlawful wage or immigration practices, and occupational safety and health requirements, and has not and or unlawful tax withholding practices; (ii) Seller is not engaged in a party to any unfair labor practice; collective bargaining agreement or relationship; (biii) no union organizing or decertification efforts are underway or, to the Knowledge of Seller, threatened and no other question concerning representation exists; (iv) there is not nowno strike, nor slowdown, work stoppage, lockout or other material job action underway, or to the Knowledge of Seller, threatened, and no such job action has occurred in the past three (3) years; (v) with respect to the Transactions, any notice required under any Law or Contract has been or prior to Closing will be given, and all bargaining obligations with any employee representative have been, or prior to Closing will be, satisfied; and (vi) within the past three years (3) years, Seller has there been, not implemented any unfair labor practice complaint against plant closing or layoff of employees that could implicate the Company pending or, to the Company's knowledge, threatened, before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's knowledge, threatened, against or directly affecting the Company; (d) to the Company's knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company are not and have never been represented by any labor unionWARN Act, and no collective bargaining agreement is binding such action will be implemented without advance notification to Buyer. To the Knowledge of Seller, no event has occurred and no circumstances exists that could result in force against the Company or currently being negotiated by the Company; and (g) to the knowledge any of the Companyforegoing representations and warranties being false, all persons classified by the Company as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do soinaccurate or misleading.