Common use of Labor, Employment and Benefit Matters Clause in Contracts

Labor, Employment and Benefit Matters. (i) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (ii) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iii) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, the Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the The Company nor any of its subsidiaries has not (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There None of the Triangle Entities have agreed to recognize any union or other collective bargaining representative, and no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of their employees. To the Knowledge of Triangle, no union organizational campaign or representation petition is currently pending with respect to any of the employees of the Triangle Entities. None of the Triangle Entities are no existing, party to or bound by any collective bargaining agreement or labor contract or individual agreement applicable to any employees of the Company’s knowledge, threatened strikes Triangle Entities. No collective bargaining agreements or other labor disputes against contract relating to employees of the Company Triangle Entities are being negotiated. Except for such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, none of the Triangle Entities are subject to any consent decree with any Governmental Authority or arbitrator relating to claims of unfair labor practices, employment discrimination, or other claims with respect to employment and labor practices and policies, and no Government Authority or arbitrator has issued a judgment, order, decree, injunction, decision, award or finding with respect to the employment and labor practices or policies of the Triangle Entities. No labor dispute with the employees of the Triangle Entities exists or, to the Knowledge of Triangle, is imminent, and Triangle is not aware of any existing or imminent labor disturbance by the employees of any of its subsidiaries that would the Triangle Entities’ principal operators, contractors, suppliers or customers, which, in any such case would, individually or in the aggregate, reasonably be reasonably likely to have a Triangle Material Adverse Effect. There is To the Knowledge of Triangle, no organizing activity involving employees executive officer of the Company Triangle presently plans to terminate his or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognitionher employment. (ii) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiib) Each employee benefit plan is Plan has been established, administered and operated in compliance with its terms and all applicable lawLaws, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of limitation the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”), except where the failure to so comply would not, individually or in the aggregate, be reasonably likely to have a Triangle Material Adverse Effect. Each Plan intended to be qualified under section 401(a) of the Code (i) is maintained pursuant to a prototype document approved by the Internal Revenue Service, for which a separate determination letter is not required, or has received a favorable determination letter from the Internal Revenue Service regarding such qualified status, and (ii) has not been operated in a way that would reasonably be expected to adversely affect its qualified status. No Plan is, and none of Triangle, the Triangle Subsidiaries or any ERISA Affiliate has any liability with respect to, a multiemployer plan (within the meaning of section 3(37) of ERISA) or a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Plan provides or promises to provide retiree medical, dental or life insurance benefits to any current or former employee of Triangle or any Triangle Subsidiary (except to the extent required pursuant to Section 4980B(f) of the Code and the corresponding provisions of ERISA). As used herein: (1) the term “Plan” means each of the following that is sponsored, maintained or contributed to by Triangle, any Triangle Subsidiary or any ERISA Affiliate, or with respect to which any of such entities could have any liability: (A) each “employee benefit plan,” as such term is defined in section 3(3) of ERISA (including employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA); and (B) each bonus, equity ownership, equity option, phantom equity, deferred compensation, incentive compensation, vacation, holiday, sick leave, and each other employee benefit plan, agreement, program, practice or understanding which is not described in clause (A); and (2) the term “ERISA Affiliate” means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes Triangle or any Triangle Subsidiary, or that is a member of the same “controlled group” as Triangle or any Triangle Subsidiary pursuant to Section 4001(a)(14) of ERISA.

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s or its subsidiaries’ knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, the Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements balance sheet included in the 2005 Form 10-K or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the The Company nor any of its subsidiaries has not (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's or its subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “"employee pension benefit plan” " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would pending or, to the Company's or its subsidiaries' knowledge, threatened. Hours worked by and payment made to employees of the Company and its subsidiaries have been in compliance with the Fair Labor Standards Act or any other applicable labor or employment law (except such non-compliance as could not reasonably be reasonably likely expected to have a Material Adverse Effect). There is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's or its subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. There are no complaints or charges against the Company or any of its subsidiaries pending or, to the Company's or its subsidiaries' knowledge, threatened, to be filed with any Governmental Authority or arbitrator based on, arising out of or in connection with, or otherwise relating to, the employment or termination of employment by the Company or any of its subsidiaries of any individual. (iib) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would which could not reasonably be reasonably likely expected to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, reflected on the Company’s financial statements Balance Sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. Such term shall also include any obligation owed to a governmental authority for the purpose of providing retiree health, retiree life, severance, retirement or other benefits. (ve) Neither None of the Company nor any of its subsidiaries has (i) terminated any “"employee pension benefit plan” plan "as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (i) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (ii) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iii) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (i1) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the Offering Documents and SEC Documents, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's or its subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (ii2) Neither Except as set forth in the Offering Documents and SEC Documents, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iii3) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv4) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements company's balance sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v5) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “"employee pension benefit plan” " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, the Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the The Company nor any of its subsidiaries has not (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”). (f) No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's or its subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “"employee pension benefit plan” " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s or its subsidiaries’ knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each of the Company’s employee benefit plan plans is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements balance sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”), that would be reasonably likely to have a Material Adverse Effect.

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, the Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the The Company nor any of its subsidiaries has not (i) terminated any “"employee pension benefit plan” " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the 2001 Form 10-K, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s or its subsidiaries’ knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the 2001 Form 10-K, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “employee pension benefit plan” plan “ as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) None of the Fosun Companies is bound by or subject to a collective bargaining agreement or similar written agreement with any organization representing its employees. There are no existing, or to the CompanySeller’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries Fosun Companies that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries Fosun Companies pending or, to the CompanySeller’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings Actions pending or, to the CompanySeller’s knowledge, threatened with the National Labor Relations Boardany PRC Governmental Authority with authority with respect to labor and employment matters, and no labor organization or group of employees of any of the Company or its subsidiaries Fosun Companies has made a pending demand for recognition. (b) Each of the Fosun Companies has complied with all applicable PRC Laws and regulations relating to the employment of its employees, including without limitation PRC Laws and regulations pertaining to welfare funds, housing funds, social security benefits, medical benefits, insurance, retirement benefits, pensions or the like. (c) To the knowledge of Seller, no Person (including, but not limited to, Governmental Authorities) has made any material claim against any of the Fosun Companies arising out of any legal requirement relating to (i) unaccrued overtime pay, other than overtime pay for the current payroll period; (ii) Neither unaccrued wages or salaries (excluding wages or salaries for the Company current payroll period); (iii) unaccrued vacations, time off or pay in lieu of vacation or time off, other than vacation or time off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay; (iv) violation of any legal requirement relating to minimum wages or maximum hours of work; (v) breach of any fiduciary duty of any of the Fosun Companies; (vi) equal employment opportunity matters; (vii) occupational, safety and/or health standards; or (viii) contract of employment, and neither Seller nor any of its subsidiaries is, or during the five years preceding the date Fosun Companies is aware of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or reasonable basis for any of its subsidiariessuch claim. (iiid) Each employee benefit plan is in compliance with all applicable lawTo the knowledge of Seller, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) Neither none of the Company nor existing employees of any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term Fosun Companies is a “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit planstate functionary” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”)PRC Law.

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effectsubsidiaries. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s or its subsidiaries’ knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the balance sheet contained in the Company’s financial statements Form 10-QSB for the fiscal quarter ended December 31, 2004 or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as disclosed in the SEC Filings, there is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Filings, neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (i) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s 's knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s 's knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (ii) Neither the The Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iii) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAPgenerally accepted accounting principles, on the Company’s financial statements Balance Sheet or fully funded. The term “"liabilities” " used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither the The Company nor any of its subsidiaries has not (i) terminated any “"employee pension benefit plan” plan " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects incurred, and does not expect to incur incur, any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (i) There are no existing, or to the best of the Company’s 's knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Documents, there is no organizing activity involving employees of the Company or any of its subsidiaries pending or, to the Company’s 's or its subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending orExcept as set forth in the SEC Documents, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (ii) Neither neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. (iii) . Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (iv) . Neither the Company nor any of its subsidiaries have has any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by general accepted accounting principals ("GAAP"), on the Company’s financial statements Balance Sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (v) Neither None of the Company nor any of its subsidiaries has (i) has terminated any “"employee pension benefit plan” " as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) has incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“"ERISA”").

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the best of the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There Except as set forth in the SEC Reports, there is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s or its subsidiaries’ knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. (iib) Neither Except as set forth in the SEC Reports, the Company nor any of its subsidiaries isis not, or during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries does not have any liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements balance sheet or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions. (ve) Neither the The Company nor any of its subsidiaries has not (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

Labor, Employment and Benefit Matters. (ia) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company pending or, to the Company’s knowledge, threatened. Hours worked by and payment made to employees of the Company have been in compliance with the Fair Labor Standards Act and any other applicable labor or any of its subsidiaries that would employment law (except such non-compliance as could not reasonably be reasonably likely expected to have a Company Material Adverse Effect). There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition. There are no complaints or charges against the Company pending or, to the Company’s knowledge, threatened, to be filed with any Governmental Authority or arbitrator based on, arising out of or in connection with, or otherwise relating to, the employment or termination of employment by the Company of any individual. (iib) Neither the The Company nor any of its subsidiaries isis not, or and during the five years preceding the date of this Agreement waswas not, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiariesCompany. (iiic) Each employee benefit plan of the Company is in compliance with all applicable law, except for such noncompliance that would which could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. (ivd) Neither the The Company nor any of its subsidiaries have any has no liabilities, contingent or otherwise, including, including without limitation, liabilities for retiree health, retiree life, severance, severance or retirement benefits, which are not fully reflected, to the extent required by GAAP, reflected on the Company’s financial statements balance sheet as of December 31, 2002 or fully funded. The term “liabilities” as used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptionsassumptions and also shall include any obligation owed to a Governmental Authority for the purpose of providing retiree health, retiree life, severance, retirement or other benefits. (ve) Neither the The Company nor any of its subsidiaries has (i) not terminated any “employee pension benefit plan” plan “ as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”)) or incurred or expects to incur any outstanding liability under Title IV thereunder.