Common use of Labor Matters; Employees Clause in Contracts

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), none of the Company or any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law, in each case that could reasonably be expected to have a Material Adverse Effect on the Company. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), none of the Company or any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law, in each case that could reasonably be expected to have a Material Adverse Effect on the Company. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Section 3.18(c) of the Company has previously provided to Parent true and correct information with respect to Disclosure Letter also contains each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 20062007, target bonus percentage and amount for 20072008, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) Except as described in Section 2.18(a) of the Parent Disclosure Letter, (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its the Company Subsidiaries, (iiiii) none of the employees of the Company or any of its the Company Subsidiaries are represented by any labor organization organization, and none of (iii) to Parent’s or the Company or any of its Subsidiaries have any knowledge of any Company’s Knowledge, there are no current union organizing activities among the employees of the Company or any of its the Company Subsidiaries. (b) Except as described in Section 2.18(b) of the Parent Disclosure Letter, none of the Company or any of the Company Subsidiaries nor does is, or since June 30, 2008 has been, subject to any question concerning representation exist concerning such employeespending or, to Parent’s or the Company’s Knowledge, threatened, (ivi) labor strike, dispute, slowdown, work stoppage or lockout, (ii) written notice or written claim asserting that the Company and its or any of the Company Subsidiaries have each at all times been is not in material compliance with all any applicable Laws Law respecting employment and employment practices, terms and conditions of employment, wages, hours of work and work, or occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulationhealth practices, (viii) there is no unfair labor practice charge or complaint against the Company or any of its the Company Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (viiv) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its the Company Subsidiaries, (viiv) neither citation issued by the Occupational Safety and Health Administration nor or any other similar foreign, federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its the Company Subsidiaries, and (viiivi) there is no claim submitted to a Governmental Entity or an investigation or other proceeding by a Governmental Entity, whether initiated by an employee or governmental claim Governmental Entity, with respect to employment, terms or investigationconditions of employment or working conditions, including any charges submitted to the Equal Employment Opportunity Commission or state employment practice agency, audits by the DOL or state agency with respect to wages and hours of work or investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workersor workers’ Compensation compensation claims, sexual harassment complaints or demand letters (vii) claim, suit, action or threatened claimsgovernmental investigation, in respect of which any director, officer, employee or agent of the Company or any Company Subsidiary is or may be entitled to claim indemnification from the Company or any Company Subsidiary. (bc) Since Each of the enactment Company and the Company Subsidiaries is in compliance with all applicable Law respecting employment and employment practices, terms and conditions of employment, wages, hours of work, occupational safety and health and unfair labor practices. None of the Company or any Company Subsidiary has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder (the “WARN Act”), none ) or any similar Law as a result of any action taken by the Company or any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law, in each case that could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. (cd) Section 3.18(c2.18(d) of the Company Parent Disclosure Letter contains a true, complete and correct list of the names of all directors and officers of the Company as and each of the date of this AgreementCompany Subsidiaries, together with such Person’s position or function. The Company has previously provided made available to Parent PESI true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 20072009, 2010, and 2011, and any of the Company Subsidiaries currently estimated severance payment due as a result of this Merger the Acquisition, assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) Except as set forth in Section 3.15 of the Company Disclosure Schedule, (i) There as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the any Company or any of its SubsidiariesEmployee, (iii) none of the employees of the Company or any of its Subsidiaries are Employees is represented by any labor organization and none of the Company or any of its Subsidiaries have has any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesEmployees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) as of the date of this Agreement there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) as of the date of this Agreement there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its Subsidiaries, (vii) as of the date of this Agreement neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), none of the Company or any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawlaw, in each case that could reasonably be expected to would have a Company Material Adverse Effect on the CompanyEffect. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the Target Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the CompanyTarget, threatened against or affecting the Company or any of its Subsidiaries Target and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries Target is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its SubsidiariesTarget, (iii) none of the employees of the Company or any of its Subsidiaries Target are represented by any labor organization and none of the Company or any of its Subsidiaries Target does not have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries Target nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each Target has at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries Target pending or, to the knowledge of the CompanyTarget, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its SubsidiariesTarget, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company or any of its SubsidiariesTarget, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ ' Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“"WARN Act”"), none of the Company or any of its Subsidiaries Target has not effectuated (i) a “"plant closing” " (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its SubsidiariesTarget, or (ii) a “"mass layoff” " (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its SubsidiariesTarget, nor has the Company or any of its Subsidiaries Target been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawlaw, in each case that could reasonably be expected to have a Target Material Adverse Effect on the CompanyEffect. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) a. Except as set forth in the Xxxxx SEC Reports filed and publicly available prior to the date of this Agreement and except for such matters that alone or in conjunction with other similar or related matters would not have a Xxxxx Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the CompanyXxxxx, threatened against or affecting the Company Xxxxx or any of its Subsidiaries and, during the past five years, there has not been any such actionSubsidiaries, (ii) none of the Company Xxxxx or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company Xxxxx or any of its Subsidiaries, (iii) none of the employees of the Company Xxxxx or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesorganization, (iv) the Company Xxxxx and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company any of Xxxxx or any of its Subsidiaries pending or, to the knowledge of the CompanyXxxxx, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company Xxxxx or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to the Company Xxxxx or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) b. Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“"WARN Act”"), none of the Company Xxxxx or any of its Subsidiaries has effectuated (i) a “"plant closing” " (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company any of Xxxxx or any of its Subsidiaries, or (ii) a “"mass layoff” " (as defined in the WARN Act) affecting any site of employment or facility of the Company Xxxxx or any of its Subsidiaries, nor has the Company Xxxxx or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawlaw, in each case that could reasonably be expected to have a Xxxxx Material Adverse Effect on the CompanyEffect. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) Except as set forth in Section 4.19 of the Grande Disclosure Schedule and except for such matters that, in the aggregate, would not reasonably be expected to result in a Grande Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the CompanyGrande Holdings and Grande Operating, threatened against or affecting the Company Grande Holdings or any of its Subsidiaries Grande Operating and, during the past five (5) years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries neither Grande Holdings nor Grande Operating is a party to or bound by any collective bargaining or similar agreement with any labor organization, organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company Grande Holdings or any of its SubsidiariesGrande Operating, (iii) none of the employees of the Company Grande Holdings or any of its Subsidiaries Grande Operating are represented by any labor organization and none of and, to the Company or any of its Subsidiaries have any knowledge of any Grande Operating, there is no current union organizing activities among the employees of Grande Holdings or Grande Operating, and no such union organizing activities have occurred in the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employeespast five (5) years, (iv) the Company and its Subsidiaries have each Grande Holdings or Grande Operating has at all times been in material compliance with all applicable Laws respecting employment and employment practices, including (without limitation) terms and conditions of employment, wages, hours of work and work, equal employment opportunity, occupational safety and health, collective bargaining, immigration, the collection and are payment of social security and other Taxes, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against the Company Grande Holdings or any of its Subsidiaries Grande Operating pending or, to the knowledge of the CompanyGrande Operating, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding Action arising out of any collective bargaining agreement or other grievance procedure relating to the Company Grande Holdings or any of its SubsidiariesGrande Operating, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to the Company Grande Holdings or any of its SubsidiariesGrande Operating, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 1988, as amended, or any similar foreign, state, or local law, regulation or ordinance (collectively, the “WARN Act”), none of the Company or any of its Subsidiaries neither Grande Holdings nor Grande Operating has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries), or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries), and neither Grande Holdings nor Grande Operating has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawthe WARN Act, in each case that all cases that, in the aggregate, could reasonably be expected to have a Grande Material Adverse Effect on the CompanyEffect. (c) Section 3.18(c) of the Company Disclosure Letter contains a complete and correct list of the names of all directors and officers of the Company as of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewith.

Labor Matters; Employees. (a) Except as set forth on SCHEDULE 5.20(A) of the Company Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. ss. 1981, the Americans With Disabilities Act, the Fair Labor Standards Act, ERISA, the Occupational Safety and Health Act, the Family Medical Leave Act, the Immigration Reform and Control Act, the National Labor Relations Act, and any other law, ordinance or regulation respecting the terms and conditions of employment, including authorization to work in the United States, equal employment opportunity (including prohibitions against discrimination, harassment, and retaliation), payment of wages, hours of work and work, occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulationpractices, (v) there is no unfair labor practice charge or complaint against any of the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its SubsidiariesSubsidiaries pending, or to the Knowledge of the Company, threatened, before the National Labor Relations Board or any similar state or foreign agency, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened is threatening to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is are no pending or, to the Knowledge of the Company, threatened material claims by any current or former employee of the Company or governmental claim any employment-related claims or investigationinvestigations by any Governmental Authority, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliancecompliance with federal, state or local wage and hour laws, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, complaints of sexual harassment complaints or demand letters any other form of unlawful harassment, discrimination, or threatened claimsretaliation. (b) Since the enactment Except as set forth on SCHEDULE 5.20(B) of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”)Company Disclosure Letter, none of the Company or any of its Subsidiaries has effectuated (i) a “"plant closing” " (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Company or any of its Subsidiaries, Subsidiaries or (ii) a “"mass layoff” " (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawlaw, in each case that could reasonably be expected to have a Material Adverse Effect on the Company. (c) Section 3.18(cNeither the Company nor any of its Subsidiaries has received a notice of any violation of any immigration and naturalization laws relating to employment and employees and has properly completed and maintained all applicable forms (including, but not limited to, I-9 forms) and the Company and each Subsidiary is in compliance with all such immigration and naturalization laws and there are no citations, investigations, administrative proceedings or formal complaints of violations of the Company Disclosure Letter contains a complete immigration or naturalization laws pending or threatened before the Immigration and correct list Naturalization Service of the names of all directors and officers of any federal, state or administrative agency or court against or involving the Company as or any of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewithits Subsidiaries.

Labor Matters; Employees. (a) Except as set forth on SCHEDULE 5.20(a) of the Company Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) none of the employees of the Company or any of its Subsidiaries are represented by any labor organization and none of the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Americans With Disabilities Act, the Fair Labor Standards Act, ERISA, the Occupational Safety and Health Act, the Family Medical Leave Act, the Immigration Reform and Control Act, the National Labor Relations Act, and any other law, ordinance or regulation respecting the terms and conditions of employment, including authorization to work in the United States, equal employment opportunity (including prohibitions against discrimination, harassment, and retaliation), payment of wages, hours of work and work, occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulationpractices, (v) there is no unfair labor practice charge or complaint against any of the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any of its SubsidiariesSubsidiaries pending, or to the Knowledge of the Company, threatened, before the National Labor Relations Board or any similar state or foreign agency, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened is threatening to file any citation, and there are no pending citations, relating to the Company or any of its Subsidiaries, and (viii) there is are no pending or, to the Knowledge of the Company, threatened material claims by any current or former employee of the Company or governmental claim any employment-related claims or investigationinvestigations by any Governmental Authority, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliancecompliance with federal, state or local wage and hour laws, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, complaints of sexual harassment complaints or demand letters any other form of unlawful harassment, discrimination, or threatened claimsretaliation. (b) Since the enactment Except as set forth on SCHEDULE 5.20(b) of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”)Company Disclosure Letter, none of the Company or any of its Subsidiaries has effectuated (i) a “"plant closing” " (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Company or any of its Subsidiaries, Subsidiaries or (ii) a “"mass layoff” " (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Lawlaw, in each case that could reasonably be expected to have a Material Adverse Effect on the Company. (c) Section 3.18(cNeither the Company nor any of its Subsidiaries has received a notice of any violation of any immigration and naturalization laws relating to employment and employees and has properly completed and maintained all applicable forms (including, but not limited to, I-9 forms) and the Company and each Subsidiary is in compliance with all such immigration and naturalization laws and there are no citations, investigations, administrative proceedings or formal complaints of violations of the Company Disclosure Letter contains a complete immigration or naturalization laws pending or threatened before the Immigration and correct list Naturalization Service of the names of all directors and officers of any federal, state or administrative agency or court against or involving the Company as or any of the date of this Agreement, together with such Person’s position or function. The Company has previously provided to Parent true and correct information with respect to each such officer’s annual base salary or wages, targeted incentive compensation bonus in respect of 2006, target bonus percentage and amount for 2007, and currently estimated severance payment due as a result of this Merger assuming such Person’s employment is terminated in connection therewithits Subsidiaries.