Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be material.

Labor and Employment Matters. Each Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice. There are no pending or, to the Company's Knowledge, threatened labor strikes, disputes, walkouts, work stoppages, slow-downs or lockouts involving the Company or any of its Subsidiaries and during the past three years there has not been any such action. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and, to the Company's Knowledge, there are no union organizing activities among the employees of the Company and or any of its Subsidiaries Subsidiaries. To the Company's Knowledge, the Company (i) is in compliance compliance, in all material respects respects, with all applicable Laws respecting employment and employment, employment practices, terminated employees, terms and conditions of employment, wageswages and hours, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined practices; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the National Labor Relations Act, as amended, or other applicable Lawsnormal course of business and consistent with past practice). Except as would not reasonably be expected to have, individually or in To the aggregate, a Material Adverse EffectCompany's Knowledge, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements threatened or any reasonably anticipated claims or actions or arbitrations that involve the labor or employment relations of against the Company under any worker's compensation policy or any of its Subsidiarieslong term disability policy. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement has no direct or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council indirect material liability with respect to the transactions contemplated by this Agreement. To the Knowledge any misclassification of the Companyany person as an independent contractor or consultant rather than as an Employee, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application misclassification of any similar state or local law which would be materialEmployee leased from another employer.

Labor and Employment Matters. Each The Company has no knowledge of the Company and any actionable violation by it or any of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and of any federal, state or local law relating to employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined discrimination in the National Labor Relations Acthiring, promotion or pay of employees or any applicable wage or hour laws, or of any provisions of the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”), or other applicable Laws. Except as would not the rules and regulations promulgated thereunder that could reasonably be expected to have, individually alone or in the aggregate, a Material Adverse Effect, there are . There is (a) no pending, unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the Knowledge knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements threatened against the Company or any actions of its Subsidiaries, before the National Labor Relations Board or arbitrations that involve any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (b) no labor strike, dispute, slowdown or employment relations stoppage (“Labor Dispute”) in which the Company or any of its Subsidiaries is involved nor, to the knowledge of the Company, is any Labor Dispute imminent, other than routine disciplinary and grievance matters, or (c) no union representation question existing with respect to the employees of the Company or any of its Subsidiaries except with respect to any matter specified in clause (a), (b) or (c) above as could not reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. Except as disclosed in the Subsidiary SEC Filings, there exist no material employment, consulting, severance or termination agreements or arrangements between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company or any of its Subsidiaries. Except as set forth , on Section 3.14 of the Disclosure Scheduleother hand, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, and there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of or other labor union agreements to which the Company or any of its Subsidiaries. Except as set forth on Section 3.14 Subsidiaries is a party or by which any of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialthem is bound.

Labor and Employment Matters. Each Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, or, to the knowledge of the Company, has been threatened or is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the knowledge of the Company, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act, 29 U.S.C. §151 et seq., or as governed by relevant Laws of each country in which the Company or any of its Subsidiaries conducts business, except as would not have, either individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries is are in compliance in all material respects with all applicable Laws respecting relating to employment and employment practices, workers’ compensation, terms and conditions of employment, wagesworker safety, hours or workwages and hours, employment standards, human civil rights, pay equitydiscrimination, privacyimmigration, workers compensation, workplace safety and insurance, labor relations and occupational safety and healthcollective bargaining, and is not engaged in any the Worker Adjustment and Retraining Nxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. or the regulations promulgated thereunder (the “WARN Act”). There are no outstanding claims of harassment, discrimination, retaliatory act or practice which constitutes similar actions against any employee, officer or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations director of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure ScheduleSubsidiaries and, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge knowledge of the Company, there no facts exist that could reasonably be expected to give rise to such claims or actions. The Company and its Subsidiaries are not required to have, and do not have, any affirmative action plans or programs. To the Company’s knowledge, no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 Subsidiaries are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the Disclosure Schedule, nature of the business conducted or presently proposed to be conducted by the Company has not effectuated, within or any of its Subsidiaries or to the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) use of trade secrets or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application proprietary information of any similar state or local law which would be materialothers.

Labor and Employment Matters. Each of Neither the Company and nor any of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment a party to or bound by any collective bargaining agreement and employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pendinglabor unions, works councils or other organizations representing, purporting to represent or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due attempting to labor disagreements or represent any actions or arbitrations that involve the labor or employment relations employee of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of in the Company Disclosure Schedule, (i) no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred or been threatened within the past two years or, to the Knowledge of the Company, is anticipated with respect to any employee of the Company or any of its Subsidiaries, (ii) there are no, and have not been any within the past two years, material labor disputes subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Knowledge of the Company, anticipated with respect to any employee of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is (a) party to has engaged in any collective bargaining agreement or other Contract or understanding with a unfair labor union or organization or (b) obligated to inform or consult any works council with respect to practices within the transactions contemplated by this Agreement. To the Knowledge meaning of the CompanyNational Labor Relations Act, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of and (iv) the Company or any and each of its Subsidiaries. Except as set forth on Section 3.14 Subsidiaries are in compliance with all applicable Laws relating to employment and employment practices, including workers’ compensation, terms and conditions of the Disclosure Scheduleemployment, the Company has not effectuatedworker classification, within the 90 day period preceding the date hereofworker safety, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act Act, 29 U.S.C. §§ 2109, et seq. or the regulations promulgated thereunder other than instances under clauses (the “WARN Act”)iii) and (iv) that, (B) a “mass layoff” (as defined individually and in the WARN Act) or (C) such other layoffaggregate, reduction in force or employment terminations sufficient in number have not had and would not reasonably be expected to trigger application of any similar state or local law which would be materialhave a material effect on the Company.

Labor and Employment Matters. Each of Except to the extent set forth in Schedule 3.18: (a) The Company and its Subsidiaries is not a party to any collective bargaining agreements; (b) The Company is in compliance in all material respects with all applicable Laws laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wageswages and hours, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in or unfair employment practices; -21- (c) There is no unfair labor practice, charge or complaint or any other matter against or involving the Company pending or, to the knowledge of the Company, threatened before the National Labor Relations ActBoard or any court of law; (d) There is no labor strike, as amendeddispute, slowdown or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, stoppage actually pending or, to the Knowledge knowledge of the Company, threatened against the Company; (e) No certification or decertification question or organizational drive exists or has existed within the past twenty- four months respecting the employees of the Company; (f) No grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Company or, to the knowledge of the Company, threatened; (g) No agreement (including any collective bargaining agreement), labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements arbitration or any actions court decision or arbitrations that involve the labor or employment relations of governmental order which is binding on the Company in any way limits or restricts the Company from relocating or closing any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the operations; (h) The Company nor has not experienced any of its Subsidiaries is (a) party to any collective bargaining agreement organized work stoppage or other Contract labor difficulty since its inception: (i) There are no charges, investigations, administrative proceedings or understanding with a labor union formal complaints of discrimination ( including discrimination based upon sex, age, marital status, race, national origin, sexual preference, handicap or organization or (bveteran status) obligated to inform or consult any works council with respect pending or, to the transactions contemplated by this Agreement. To the Knowledge knowledge of the Company, there threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against the Company. There have been no governmental audits of the equal employment opportunity practices of the Company and, to the knowledge of the Company, no basis for any such claim exists; (j) There are no organizational efforts by any labor organization citations, investigations, administrative proceedings or formal complaints of violations of local, state, or federal occupational safety and health laws pending or, to the knowledge of the Company, threatened before the Occupational Safety and Health Review Commission or any group federal, state or local agency or court against the Company; and (k) Schedule 3.18(k) lists all employment consulting loan-out retainer or other contracts or agreements involving any person employed by the Company as an employee or independent contractor to which the Company is a party or by which it is bound. The Company is not and, to the knowledge of employees Controlling Shareholders, no other party to any such agreement, plan or contract is in default with respect to any material term or condition thereof (including the formation making of contributions and recording services therefor) nor has any event occurred which through the passage of time or recognition the giving of notice, or both, would constitute a collective bargaining unit presently being made involving default thereunder or would cause the acceleration of any obligation of any party thereto. (l) Schedule 3.18(l) lists the names and current compensation levels of all employees and consultants of the Company or any of its SubsidiariesCompany. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be material3.19.

Labor and Employment Matters. Each Schedule 5.15 sets forth the name, title, address, immigration status and tenure with any Seller of each employee or independent contractor (collectively, the Company “Business Employees”). All Business Employees rendering services in connection with any Seller are engaged or employed by such Seller and not any of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment Affiliates. With respect to each such Business Employee, Schedule 5.15 also sets forth the current base and employment practices, terms total compensation for each Business Employee and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and healthsuch amounts for the most recently completed fiscal year, and detail as to whether such Business Employee is not engaged involved solely in the Business or other activities for any act Seller as well. With respect to each Seller: (a) there is no collective bargaining agreement or practice which constitutes relationship with any labor organization, nor does any labor union or would reasonably be expected association or collective bargaining agent represent any Business Employee; (b) no pending or, to constitute an Sellers’ Knowledge, threatened unfair labor practice as defined in the National Labor Relations Actcharge exists; (c) no labor organization or Business Employee has filed any representation, as amendedpetition or made any written or oral demand for recognition and none of same is pending or, to Sellers’ Knowledge, threatened; (d) no union organizing or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there decertification efforts are no pending, underway or, to the Knowledge of the CompanySellers, threatened, and no other question concerning representation exists and none of same is pending or, to Sellers’ Knowledge, threatened; (e) no labor disputes, grievancesstrike, work stoppagesstoppage, requests for representationslowdown, picketsor other labor dispute has occurred, and none is underway or, to Sellers’ Knowledge, threatened; (f) with respect to any Business Employee, there is no unpaid worker’s compensation liability; (g) 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 any Seller (or its officers, managers, co-workers, supervisors, or directors) of any law, regulation, administrative or executive order 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 (h) 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). To the Knowledge of Sellers, all Business Employees who reside and/or work slow-downs due in the United States are residing and/or working in the United States (i) free of any restrictions or limitations on their ability to labor disagreements or any actions or arbitrations that involve accept employment lawfully in the labor or employment relations 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 Company or any U.S. Department of its SubsidiariesLabor. Except as set forth on Section 3.14 of the Disclosure ScheduleSchedule 5.15, neither the Company nor no action, suit, proceeding, hearing, investigation, charge, complaint or claim has been filed or commenced against any of its Subsidiaries is Seller or, to Sellers’ Knowledge, any Business Employees, that (a) party alleges any failure so to any collective bargaining agreement or other Contract or understanding with a labor union or organization comply or (b) obligated seeks removal, exclusion or other restrictions on (i) such Business Employee’s ability to inform or consult any works council with respect reside and/or accept employment lawfully in the United States and/or (ii) each Seller’s continued ability to sponsor employees for immigration benefits and, to the transactions contemplated by this AgreementKnowledge of Sellers, there is no reasonable basis for any of the foregoing. To the Knowledge of the CompanySellers, there are is no organizational efforts by reasonable basis to believe that any labor organization or any group of employees with respect Business Employees will not be able to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans continue to effectuate (A) a “plant closing,” as defined so reside and/or accept employment lawfully in the Worker Adjustment United States in accordance with all such laws, rules and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialregulations.

Labor and Employment Matters. Each of the Company (a) NAC and its Subsidiaries is subsidiaries are in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms terms, and conditions of employmentemployment and wages and hours, wagesand such laws respecting employment discrimination, hours or workequal opportunity, employment standardsaffirmative action, human rights, pay equity, privacy, workers worker's compensation, workplace safety and insurance, labor relations and occupational safety and healthsafety, and is health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in practice; (b) to the National Labor Relations Actknowledge of NAC and Acquisition Sub, as amended, no investigation or other review by or before any governmental entity concerning any violations of any such applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, orlaws is pending nor, to the Knowledge knowledge of NAC and Acquisition Sub is any such investigation threatened or has any such investigation occurred during the Companylast three years, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due and no governmental entity has provided any notice to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company NAC or any of its Subsidiaries. Except as set forth subsidiaries or otherwise asserted an intention to conduct any such investigation; (c) there is no labor strike, dispute, slowdown, or stoppage actually pending or threatened against NAC or any of its subsidiaries; (d) no union representation question or union organizational activity exists respecting the employees of NAC or any of its subsidiaries; (e) no collective bargaining agreement exists which is binding on Section 3.14 NAC or any of the Disclosure Schedule, its subsidiaries; (f) neither the Company NAC nor any of its Subsidiaries subsidiaries is (a) party to experiencing any collective bargaining agreement material work stoppage or other Contract or understanding with a material labor union or organization or difficulty; and (bg) obligated to inform or consult any works council with respect to in the transactions contemplated by this Agreement. To the Knowledge event of termination of the Company, there are no organizational efforts by employment of any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company current officers, directors, employees, or agents of NAC or any of its Subsidiaries. Except as set forth on Section 3.14 subsidiaries, neither NAC nor any of its subsidiaries shall, to the Disclosure Schedulebest knowledge of NAC or such subsidiary, pursuant to any agreement or by reason of anything done prior to the Company has not effectuatedEffective Time by NAC or any of its subsidiaries be liable to any of said officers, within the 90 day period preceding the date hereofdirectors, nor does it currently have plans 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 effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN ActCOBRA) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialinsurance benefits. All except as disclosed on the NAC/Acquisition Sub Schedule.

Labor and Employment Matters. Each of (a) (i) Except for such matters that would not in the Company aggregate have a Material Adverse Effect, AMI and its Subsidiaries is subsidiaries are and have been in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wagesincluding, hours or workwithout limitation, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety the Immigration Reform and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Control Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act Act, and such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice. (ii) No investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending or, to the “WARN Act”)knowledge of AMI, threatened, nor has any such investigation occurred during the last seven years, and no governmental entity has provided any notice to AMI or any of its subsidiaries asserting an intention to conduct any such investigation. (Biii) a “mass layoff” There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of AMI, threatened against AMI or any of its subsidiaries. (as defined in iv) No union representation question or union organizational activity exists respecting the WARN Actemployees of AMI or any of its subsidiaries. (v) Neither AMI nor any of its subsidiaries has experienced any work stoppage or other labor difficulty. (vi) No collective bargaining agreement exists which is binding on AMI or any of its subsidiaries. (b) In the event of termination of the employment of any officers, directors, employees or agents of AMI or any of its subsidiaries, neither AMI, any of its subsidiaries, NPB, the Surviving Corporation, nor any other subsidiaries of NPB, will pursuant to any agreement or by reason of anything done prior to the Effective Time by AMI or any of its subsidiaries 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 (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be material.insurance benefits. 4.16

Labor and Employment Matters. Each Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement, trade union, works council or other labor union Contract applicable to persons employed by it, nor is an such agreement presently being negotiated by the Company or any Company Subsidiary, and there are no labor unions, works councils or other organizations representing, purporting to represent or, to the Knowledge of the Company, attempting to represent (including organizational campaigns, petitions or other unionization activities) any employee of the Company or any Company Subsidiary. Except for matters that have not had and its would not have a Company Material Adverse Effect, (a) no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred or, to the Knowledge of the Company, been threatened or is anticipated with respect to any employee of the Company or any Company Subsidiary, (b) there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened or anticipated with respect to any employee of the Company or any Company Subsidiaries, and (c) no executive or key employee of the Company or any Company Subsidiary has given written notice that he or she plans to terminate employment with the Company or the applicable Company Subsidiary and no significant number of employees of the Company or any Company Subsidiary have given written notice that they plan to terminate employment with the Company or applicable Company Subsidiary. The Company and the Company Subsidiaries is are in compliance in all material respects with all applicable Laws respecting relating to employment and employment practices, workers’ compensation, terms and conditions of employment, wagesworker safety, hours or workwages and hours, employment standards, human civil rights, pay equitydiscrimination, privacy, workers compensation, workplace safety immigration and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialbargaining.

Labor and Employment Matters. Each of the (a) Such Company and its Subsidiaries is subsidiaries are and have been in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wagesincluding, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedulewithout limitation, the Company has not effectuatedImmigration Reform and Control Act ("IRCA"), within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”"WARN"), and such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice; (Bb) a “mass layoff” to the knowledge of such Company, no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending nor, to the knowledge of such Company is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to such Company or any of its subsidiaries or otherwise asserted an intention to conduct any such investigation; (as defined c) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against such Company or any of its subsidiaries; (d) no union representation question or union organizational activity exists respecting the employees of such Company or any of its subsidiaries; (e) no collective bargaining agreement exists which is binding on such Company or any of its subsidiaries; (f) neither such Company nor any of its subsidiaries has experienced any material work stoppage or other material labor difficulty; and (g) in the WARN Actevent of termination of the employment of any of the current officers, employees or agents (or, in the case of directors, termination of service as a director) of such Company or any of its subsidiaries, neither such Company, any of its subsidiaries, any other company, the Surviving Corporation, nor Urohealth nor any other subsidiaries of such Company, will pursuant to any agreement or by reason of anything done prior to the Effective Time by such Company or any of its subsidiaries 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 health (other than pursuant to COBRA) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialinsurance benefits.

Labor and Employment Matters. Each Except as would not, individually or in the aggregate have a Company Material Adverse Effect, (i) the Company is not involved in or, to the knowledge of the Saratoga Sellers and the Company, threatened with any labor dispute, grievance or litigation relating to labor, safety or discrimination matters involving any of its employees, including, without limitation, charges of unfair labor practices or discrimination complaints; and (ii) the Company is operating and its Subsidiaries is has been operated in compliance in all material respects with all applicable Laws respecting laws covering employment and employment practices, terms and conditions of employmentemployment and wages and hours, wagesincluding any laws respecting employment discrimination, hours or workovertime pay, employment standardsequal opportunity, human rightsaffirmative action, pay equity, employee privacy, workers wrongful or unlawful termination, workers’ compensation, workplace safety and insurance, labor relations and occupational safety and healthhealth requirements, labor/management relations, immigration, benefits, and collective bargaining, the payment of social security and similar Taxes and unemployment insurance, or related matters and is otherwise not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in practices within the meaning of the National Labor Relations Act, as amendedthe Fair Labor Standards Act and any equivalent act or statute under applicable state law. The Company is not a party to, or other applicable Lawsbound by, any collective bargaining agreement with respect to its employees and no collective bargaining agreement is being negotiated by the Company nor, to the knowledge of the Saratoga Sellers and the Company, is any employee of the Company represented by any labor union or similar association. Except No labor union or employee organization has been certified or recognized as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectcollective bargaining representative of any employees of the Company. To the knowledge of Saratoga Sellers and the Company, there are no pending, or, union organizing campaigns or representation proceedings in process or threatened with respect to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations employees of the Company or any existing or threatened labor strikes, work stoppages, organized slowdowns, unfair labor practice charges or labor arbitration proceedings affecting any employee of its Subsidiariesthe Company. Except as set forth on Section 3.14 Schedule 2.14 of the Company Disclosure ScheduleLetter, or as accrued on the Financial Statements, in the event of termination of the employment of any employee, neither the Purchaser nor the Company nor any of its Subsidiaries is (a) party will, pursuant to any collective bargaining agreement with the Management Sellers or the Company or by reason of any representation made or plan adopted by the Management Sellers or the Company prior to the Closing, be liable to any employee for so-called “severance pay,” parachute payments or any other similar payments or benefits, including, without limitation, post-employment healthcare or insurance benefits. None of the officers or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving key employees of the Company or has notified any of its Subsidiariesthe Saratoga Sellers or the Company of his or her present intention to terminate his or her employment with the Company. Except as set forth on Section 3.14 To the knowledge of the Disclosure ScheduleCompany and the Saratoga Sellers, no manager, officer or employee of or consultant to the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined is in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application violation of any similar state terms of any employment contract, non competition agreement, non disclosure agreement or local law which would other contract or agreement containing restrictive covenants relating to the right of any such manager, officer, employee or consultant to be materialemployed or engaged by the Company.

Labor and Employment Matters. Each Seller is not a party to or bound by any union collective bargaining agreements, letters of understanding or any other labor contract. Seller is not, with respect to the Company and its Subsidiaries Business, a party to any pending arbitration or grievance proceeding or other claim relating to any labor contract nor, to the knowledge of Seller, is in compliance in all material respects with all applicable Laws respecting employment and employment practicesany such action threatened and, to the knowledge of Seller, no set of facts would constitute a basis for any such action. Seller is not bound by any court, administrative agency, tribunal, arbitral, commission or board decree, order, judgment, decision, arbitration agreement or settlement relating to (a) collective bargaining agreements, (b) terms and conditions of employment, wages(c) employment discrimination, hours (d) attempts to organize a collective bargaining unit, (e) employment torts, (f) employee benefits, (g) wrongful discharge, (h) plant closing/mass layoff, (i) work-related injury or workillness or other worker's compensation claims, (j) employment standardscontract, human (k) noncompete or trade secret agreement, (l) workplace health and safety, (m) family and medical leave, (n) unemployment compensation, (o) wage/hour claims, (p) employee right-to-know laws, (q) jury duty or military leave, (r) immigration, (s) civil rights, pay equity(t) unfair labor practice, privacy(u) government contracts or (v) other labor or employment-related claims (collectively, workers compensationfor purposes of this paragraph, workplace safety and insurance"Labor/Employment Claims"), labor relations and occupational safety and health, and is not engaged which in any act case may materially and adversely affect Seller, the Business or practice which constitutes the Purchased Assets. Seller has no notice or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, knowledge of any Labor/Employment Claim or other applicable Laws. Except as would not reasonably be expected to havelabor or employment-related investigation, individually claim or in the aggregate, a Material Adverse Effect, there are no pending, orallegation against Seller and, to the Knowledge Seller's best knowledge, no set of the Company, threatened, labor disputes, grievances, work stoppages, requests facts exists which would constitute a basis for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the such an action. All of Seller's material labor or employment relations policies are in writing, and Seller has furnished Buyer with true and correct copies of all such written labor or employment policies. Seller has made all required payments to the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council appropriate governmental authorities with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialapplicable unemployment compensation reserve accounts for Seller employees.

Labor and Employment Matters. Each Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and its since December 31, 2009, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, would not have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries; to the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2009. The Company and the Company Subsidiaries is are, and since December 31, 2009 have been, in compliance in all material respects with all applicable Laws respecting relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, wagesworker safety, hours or workwages and hours, employment standards, human civil rights, pay equitydiscrimination, privacyimmigration, workers compensationcollective bargaining, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), (B) a “mass layoff” (as defined in and the WARN Act) or (C) such withholding and payment of social security and other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialemployment-related Taxes.

Labor and Employment Matters. Each Since July 1, 2014, no Company has experienced any labor disputes, any union organization attempts or any work stoppages due to labor disagreements in connection with or affecting the Business. Except for past violations for which no Company is subject to any current Liability and cannot become subject to any future Liability, in its conduct of the Business, each Company is and its Subsidiaries is has been in compliance in all material respects with all applicable Laws respecting or Orders relating to employment and employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations wages and occupational safety and healthhours, and each Company is not and has not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice. There is no unfair labor practice as defined in charge or complaint that involves or relates to the National Labor Relations ActBusiness pending or threatened or anticipated against any Company. There is no labor strike, as amendeddispute, request for representation, slowdown or other applicable Lawsstoppage pending or, to the Companies’ knowledge, threatened or anticipated against or affecting any Company that involves or relates to the Business. Except as would not reasonably be expected To the Companies’ knowledge, there is no secondary boycott pending, threatened or anticipated with respect to haveany products or services of the Business. No question concerning representation relating to the employees of any Company who perform services primarily for the benefit of the Business is pending or, individually to the Companies’ knowledge, is threatened or in the aggregate, anticipated. No labor grievance that might have a Material Adverse Effect, there nor any arbitration proceeding arising out of or under collective bargaining agreements affecting the Business, is pending. There are no pending, pending or, to the Knowledge Companies’ knowledge, threatened or anticipated administrative charges, government investigations or audits or court complaints against any Company involving or relating to the Business concerning alleged employment discrimination or retaliation, alleged violations of immigration, wage and hour, leave or absence, disability accommodation or occupational health and safety Laws or requirements, payment of Social Security or other payroll Taxes or any other labor or employment-related matters, except as would not result in material Liability. Since the date of the CompanyRecent Balance Sheet, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within had any material adverse change in its contribution rate or its experience rating for unemployment compensation purposes in any jurisdiction in which the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialBusiness is conducted.

Labor and Employment Matters. Each of With respect to the Business Employees, no Seller nor the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amendeda party to, or bound by, any collective bargaining agreement, shop floor agreement contract or other applicable Lawsagreement or understanding with a labor union or labor organization. Except as would not reasonably be expected have a Business Material Adverse Effect, (i) no proceeding regarding a unfair labor practice or requiring the Company or the Sellers with respect to havethe Business to bargain with any labor organization as to wages or conditions of employment involving the Business has been commenced nor is any such proceeding, to the Knowledge of the Sellers, threatened; (ii) there is no strike, work stoppage, or lockout involving the Business pending or, to the Knowledge of the Sellers, threatened (other than broad actions that are not targeted solely at any company); and (iii) no representation question exists or has been raised respecting any of the Business Employees within the past eighteen months nor, to the Knowledge of the Sellers, are there any campaigns being conducted to solicit cards from Business Employees to authorize representation by any labor organization. The Company and the Sellers with respect to the Business are in compliance, in all material respects, with their obligations pursuant to all material notification and bargaining obligations arising under any collective bargaining agreement, or statute or otherwise. Except as would not, individually or in the aggregate, have a Business Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of and the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council Sellers with respect to the transactions contemplated by this Agreement. To the Knowledge Business are (i) in compliance with all applicable federal, state and local Laws (domestic and foreign) respecting employment, employment practices, labor, terms and conditions of the Companyemployment and wages and hours, there are no organizational efforts by any labor organization or any group of employees in each case, with respect to the formation Business Employees; (ii) have withheld all amounts required by Law or recognition by agreement to be withheld from wages, salaries and other payments to the Business Employees; and (iii) are not liable for any arrears of a collective bargaining unit presently being made involving employees wages or any Taxes or any penalty for failure to comply with any of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialforegoing.

Labor and Employment Matters. Each of the Company (a) New Leaf and its Subsidiaries is subsidiaries are in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms terms, and conditions of employmentemployment and wages and hours, wagesand such laws respecting employment discrimination, hours or workequal opportunity, employment standardsaffirmative action, human rights, pay equity, privacy, workers worker's compensation, workplace safety and insurance, labor relations and occupational safety and healthsafety, and is health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in practice; (b) to the National Labor Relations Actknowledge of New Leaf, as amended, no investigation or other review by or before any governmental entity concerning any violations of any such applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, orlaws is pending nor, to the Knowledge knowledge of New Leaf is any such investigation threatened or has any such investigation occurred during the Companylast three years, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due and no governmental entity has provided any notice to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company New Leaf or any of its Subsidiaries. Except as set forth subsidiaries or otherwise asserted an intention to conduct any such investigation; (c) there is no labor strike, dispute, slowdown, or stoppage actually pending or threatened against New Leaf or any of its subsidiaries; (d) no union representation question or union organizational activity exists respecting the employees of New Leaf or any of its subsidiaries; (e) no collective bargaining agreement exists which is binding on Section 3.14 New Leaf or any of the Disclosure Schedule, its subsidiaries; (f) neither the Company New Leaf nor any of its Subsidiaries subsidiaries is (a) party to experiencing any collective bargaining agreement material work stoppage or other Contract or understanding with a material labor union or organization or difficulty; and (bg) obligated to inform or consult any works council with respect to in the transactions contemplated by this Agreement. To the Knowledge event of termination of the Company, there are no organizational efforts by employment of any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company current officers, directors, employees, or agents of New Leaf or any of its Subsidiaries. Except as set forth on Section 3.14 subsidiaries, neither New Leaf nor any of its subsidiaries shall, to the Disclosure Schedulebest of New Leaf's knowledge, pursuant to any agreement or by reason of anything done prior to the Company has not effectuatedEffective Time by New Leaf or any of its subsidiaries be liable to any of said officers, within the 90 day period preceding the date hereofdirectors, nor does it currently have plans 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 effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN ActCOBRA) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialinsurance benefits. All except as disclosed on the New Leaf Schedule.

Labor and Employment Matters. Each Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union or other collective bargaining representative of employees. Except as disclosed in Section 5.12(a) of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practicesDisclosure Schedule: (a) except as may be directly attributable to the announcement or pendency of the Offer, terms and conditions the Merger or any of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecttransactions contemplated by this Agreement, there are is no pendingongoing, or, to the Knowledge of the Company, threatened, labor disputesstrike, grievancesslowdown, picketing, work stoppagesstoppage, requests for representationor other material labor dispute, picketsand no such disputes have occurred since January 1, work slow2008; and (b) there are no union organization or decertification activities pending or, to the Knowledge of the Company, threatened, and to the Knowledge of the Company no such activities have occurred since January 1, 2008. Except as would not individually or in the aggregate have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the United States National Labor Relations Act, as amended, and (ii) the Company and each Company Subsidiary is, and since January 1, 2008 has remained, in compliance with all labor, employment and workplace-downs due related Laws. There are no pending or, to labor disagreements or any actions or arbitrations that involve the labor or employment relations Knowledge of the Company, threatened Actions against the Company or any Company Subsidiary by or on behalf of its Subsidiariesany current or former director, manager, officer, employee or contractor relating to labor or other employment matters at the Company or any Company Subsidiary, other than such Actions that, individually or in the aggregate, if adversely determined would not have a Company Material Adverse Effect. Except as set forth on Section 3.14 of the Disclosure ScheduleSince January 1, 2008, neither the Company nor any of its Subsidiaries is (a) party to Company Subsidiary has implemented any collective bargaining agreement plant closing or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group layoff of employees with respect to that at the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in time thereof implicated the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”), (B. Section 5.12(b) of the Company Disclosure Schedule sets forth a “mass layoff” (as defined in complete and correct list of all employees of the WARN Act) Company or (C) such other layoff, reduction in force any Company Subsidiary whose employment has been terminated or whose last day of employment terminations sufficient in number was within the last 90 days prior to trigger application the date of any similar state or local law which would be materialthis Agreement.

Labor and Employment Matters. Each Schedule 4.14 contains a complete and accurate list of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge following information for each employee of the Company, threatenedincluding each employee on leave of absence or layoff status: name; job title; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since December 31, labor disputes, grievances, work stoppages, requests 2006; sick and vacation leave that is accrued but unused; and service credited for representation, pickets, work slow-downs due purposes of vesting and eligibility to labor disagreements or participate under any actions or arbitrations that involve the labor or employment relations of the Company or any of its SubsidiariesBenefit Plan. Except as set forth on Section 3.14 of the Disclosure Schedulein Schedule 4.14 hereto, neither the Company nor any of its Subsidiaries is (a) the Company is not, and has never been, a party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or contract; (b) obligated there has not been, there is not presently pending or existing, and to inform the knowledge of the Shareholders there is not threatened, any strike, slowdown, picketing, work stoppage, lock out, or consult employee grievance process involving the Company; (c) to the knowledge of the Shareholders, no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any works council work stoppage or other labor dispute involving the Company, (d) there is no pending or, to the knowledge of the Shareholders threatened, against or affecting the Company any charge or complaint filed with any governmental authority, (e) no application or petition for an election of or for certification of a collective bargaining agent is pending with respect to the transactions contemplated Company, (f) there is no grievance or arbitration proceeding against the Company by this Agreement. To the Knowledge any employee of the Company, and (g) there are is no organizational efforts lockout of any employees by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving Company. All current employees of the Company who provide services for the business of the Company maintain all necessary certifications, professional qualifications and experience for the their respective positions and job responsibilities. To the knowledge of the Shareholders, the Company’s current employees, officers and directors have not been charged with, convicted of or pled guilty to crimes of theft or dishonesty, financial misconduct, or offenses related to the delivery of health care; nor have any of the Company’s current officers, directors, or employees been excluded from participation in Medicare, Medicaid or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialfederal government reimbursement program.

Labor and Employment Matters. Each Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement, trade union, works council or other labor union Contract applicable to persons employed by it, nor is an such agreement presently being negotiated by the Company or any Company Subsidiary, and there are no labor unions, works councils or other organizations representing, purporting to represent or, to the Knowledge of the Company, attempting to represent (including organizational campaigns, petitions or other unionization activities) any employee of the Company or any Company Subsidiary. Except for matters that have not had and its would not have a Company Material Adverse Effect, (a) no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred or, to the Knowledge of the Company, been threatened or is anticipated with respect to any employee of the Company or any Company Subsidiary, (b) there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened or anticipated with respect to any employee of the Company or any Company Subsidiaries, and (c) no executive or key employee of the Company or any Company Subsidiary has given written notice that he or she plans to terminate employment with the Company or the applicable Company Subsidiary and no significant number of employees of the Company or any Company Subsidiary have given written notice that they plan to terminate employment with the Company or applicable Company Subsidiary. The Company and the Company Subsidiaries is are in compliance in all material respects with all applicable Laws respecting relating to employment and employment practices, social security, workers’ compensation, terms and conditions of employment, wagesworker safety, hours or workwages and hours, employment standards, human civil rights, pay equitydiscrimination, privacy, workers compensation, workplace safety immigration and insurance, labor relations and occupational safety and health, and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, to the Knowledge of the Company, threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is (a) party to any collective bargaining agreement or other Contract or understanding with a labor union or organization or (b) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of the Company, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. Except as set forth on Section 3.14 of the Disclosure Schedule, the Company has not effectuated, within the 90 day period preceding the date hereof, nor does it currently have plans to effectuate (A) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (B) a “mass layoff” (as defined in the WARN Act) or (C) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be materialbargaining.

Labor and Employment Matters. Each of Except to the extent set forth in the Company Disclosure Schedule, (i) the Company and its Subsidiaries is are and have been in compliance in all 23 material respects with all applicable Laws laws of Governmental Entities respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wagesincluding, hours without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any such laws respecting employment discrimination, disability rights or workbenefits, employment equal opportunity, plant closure issues, affirmative action, workers' compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and healthhealth requirements and unemployment insurance and related matters, and is are not engaged in and have not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act, as amended, or other applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or, practice; (ii) to the Knowledge best knowledge of the Company, no investigation or review by or before any Governmental Entity concerning any possible conflicts with or violations of any such applicable laws is pending, nor is any such investigation threatened, labor disputesnor has any such investigation occurred during the last three years, grievances, work stoppages, requests for representation, pickets, work slow-downs due and no Governmental Entity has provided any notice to labor disagreements the Company or any actions of its Subsidiaries or arbitrations that involve otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or directly affecting the labor Company or employment relations any of its Subsidiaries; (iv) no union representation question or union organizational activity exists respecting the employees of the Company or any of its Subsidiaries. Except as set forth ; (v) no collective bargaining agreement exists which is binding on Section 3.14 the Company or any of its Subsidiaries; (vi) neither the Disclosure ScheduleCompany nor any of its Subsidiaries has experienced any material work stoppage or other material labor difficulty since December 31, 1991; (vii) neither the Company nor any of its Subsidiaries is (a) party delinquent in payments to any collective bargaining agreement of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other Contract direct compensation for any services performed by them or understanding with a labor union amounts required to be reimbursed to such officers, directors, employees or organization agents; (viii) in the event of termination of the employment of any of said officers, directors, employees or (b) obligated to inform or consult agents for any works council with respect to the transactions contemplated by this Agreement. To the Knowledge of reason, neither the Company, there are no organizational efforts any of its Subsidiaries, Parent, Sub, nor any other Subsidiaries of Parent, will, pursuant to any agreement or by any labor organization reason of anything done prior to the Effective Time by the Company or any group of its Subsidiaries or predecessors, be liable to any of said officers, directors, employees with respect or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment health care (other than pursuant to COBRA) or insurance benefits; (ix) all benefits payable to current, terminated or retired employees, including, without limitation, post-employment health care or insurance benefits, may be modified or terminated by the Company at any time; (x) within the three-year period prior to the formation date hereof there has not been any termination of employment of any officer, director, employee or recognition of a collective bargaining unit presently being made involving employees agent of the Company or any of its SubsidiariesSubsidiaries who receives salary or compensation in excess of $60,000 per annum or any termination of any officer, director, employee or agent of the Company or its Subsidiaries that could result in a liability to Parent in excess of $60,000; and (xi) all employees of the Company and its Subsidiaries are employed at will. Except as set forth on Section 3.14 of in the Company Disclosure Schedule, there are no pending or, to the Company has not effectuatedCompany's knowledge, within the 90 day period preceding the date hereofthreatened suits, nor does it currently have plans to effectuate claims, actions, charges, investigations or proceedings of any material nature respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation (Ai) a “under or alleging violation of IRCA, NLRA, FLSA, WARN or any applicable law respecting employment discrimination, equal opportunity, labor relations, affirmative action, disability rights or benefits, employee leave issues or wage and hour standards, workers' compensation, plant closing,” as defined in the Worker Adjustment closure issues, employee benefits, severance payments, occupational safety and Retraining Notification Act (the “WARN Act”)health requirements or unemployment insurance and related matters, (B) a “mass layoff” (as defined in the WARN Act) or (Cii) such other layoff, reduction in force relating to alleged unfair labor practices (or employment terminations sufficient in number to trigger application of the equivalent thereof under any similar state or local law which would be materialapplicable law).