Common use of Labor Relations and Employment Clause in Contracts

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on in Section 3.20(a) 4.20 of the Disclosure Schedule, (i) there is no labor strike, or material dispute, slowdown, stoppage or lockout actually pending, or, or to the Knowledge knowledge of the Company, threatened against or affecting the business of the Company or any of and its Subsidiaries, Significant Subsidiaries and during the past three five years there has not been any such actionaction that was ma- terial to the Company; (ii) to the Knowledge knowledge of the Company, no union claims to represent the employees of the Company or any of and its Significant Subsidiaries; (iii) neither the Company nor any Significant Subsidiary of its Subsidiaries the Company is a party to or bound by any collective bargaining or similar agreement with any labor organization, or and no work rules or practices agreed to with any labor organization or employee association are applicable to employees of the Company or any of its SubsidiariesSignificant Subsidiary; (iv) to the knowledge of the Company, none of the employees of the Company or any of its Subsidiaries Significant Subsidiary is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries Significant Subsidiary pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agencyagency which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; (viivi) there is no grievance arising out of any collective bargaining agreement or other grievance procedureprocedure which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; (viiivii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its Subsidiaries Significant Subsidiary are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicespractices which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; and (ixviii) neither the Company nor any of its Subsidiaries has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any Significant Subsidiary and, to the knowledge of its Subsidiaries and the Company, no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.24(a) of the Company Disclosure ScheduleSchedule and except for matters which would not (other than in the case of clause (iii) or (iv) of this sentence) result in a Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor does any question concerning representation exist concerning such employees; (v) the Company and its Subsidiaries subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge best knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 Subsidiariessubsidiaries; 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 Subsidiariessubsidiaries; nor has the Company or any of its Subsidiaries 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. Except as set forth in Section 3.20(b3.24(b) of the Company Disclosure Schedule, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of would not, in the Disclosure Scheduleaggregate, have a Company Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, stoppage stoppage, concerted refusal to work overtime or lockout actually pending, or, or to the Knowledge knowledge of the Company, overtly threatened or being carried out against the Company or any of its Subsidiaries, and during Subsidiaries which may interfere with the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees respective business activities of the Company or any of its Subsidiaries; (ii) there are no labor disputes currently subject to any grievance procedure, arbitration or litigation; (iii) neither the Company nor 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 Subsidiariesassociation; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and neither the Company does not nor any of its Subsidiaries have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessuch employees, nor does any question concerning representation exist concerning such employees; and (v) there has not occurred, to the knowledge of the Company, a substantial union organizing event at one or more facilities of the Company or its domestic Subsidiaries in respect of which there is a reasonable risk that such event would have a material adverse impact on the labor costs of the Company and its Subsidiaries are, taken as a whole. (b) The Company and its Subsidiaries are and have at all times been, been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment (including termination of employment), wages, hours of work and work, occupational safety and health, and worker classification, and are not engaged in any unfair labor practices as defined practices, except for such violations, if any, which, individually or in the National Labor Relations Act; (vi) there is no unfair labor practice charge or complaint against the aggregate, would not have a 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to employees and, to the Company or any knowledge of its Subsidiaries and the Company, no such investigation is in progress; and (x) there are no complaintsprogress which would, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 aggregate, have a 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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this AgreementMaterial Adverse Effect.

Labor Relations and Employment. (a) Except as set forth on in Section 3.20(a4.13(a) of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best of the Company's knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best of the Company's knowledge, there are no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; (v) the Company and its Subsidiaries are, and have 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 work, occupational safety and health, equal opportunity, collective bargaining and payment of social security and other taxes, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance filed, or to the best of the Company's knowledge, threatened to be filed, against the Company or any of its Subsidiaries arising out of any collective bargaining agreement or employment agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. ; and (bxi) Since the enactment of there has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (i) a Act or any similar state or local "plant closing" law with respect to the current or former employees of the Company and its Subsidiaries. (as defined in the WARN Actb) affecting The Company is not aware that any site officer or key employee, or that any group of key employees, intends to terminate their employment or one or more facilities or operating units within any site of employment or facility of with the Company or any of its Subsidiaries; or (ii) , nor does the Company have a "mass layoff" (as defined in present intention to terminate the WARN Act) affecting employment of any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreementforegoing.

Labor Relations and Employment. (ai) Except as set forth on Section 3.20(a) of would not, in the Disclosure Scheduleaggregate, (i) reasonably be expected to have a Company Material Adverse Effect, there is no labor strike, dispute, slowdown, stoppage stoppage, or lockout actually pending, or, or to the Knowledge knowledge of the Company, threatened or being carried out against the Company or its Subsidiaries which may interfere with the respective business activities of the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge knowledge of the Company, no union claims unions claim to represent the any employees of the Company or any of its Subsidiaries; (iii) except as set forth on Schedule 3.18(a), neither the Company nor 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 Subsidiariesassociation; (iv) except as set forth on Schedule 3.18(a), none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and neither the Company does not nor any of its Subsidiaries have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessuch employees, nor does any question concerning representation exist concerning such employees; and (v) there has not occurred a substantial union organizing event at one or more facilities of the Company or its domestic Subsidiaries in respect of which there is a reasonable risk that such event would have a material adverse impact on the labor costs of the Company and its Subsidiaries taken as a whole. (b) The Company and its Subsidiaries are, and have at all times beento the knowledge of the Company, 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 practices, except for such violations, if any, which, individually or in the National Labor Relations Act; (vi) there is no unfair labor practice charge or complaint against the aggregate, would not reasonably be expected to have a 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither Material Adverse Effect. Neither the Company nor any of its Subsidiaries has have received notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to employees and, to the Company or any knowledge of its Subsidiaries and the Company, no such investigation is in progress; and (x) there are no complaintsprogress which would, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 aggregate, reasonably be expected to have a 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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this AgreementMaterial Adverse Effect.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.22(a) of the Disclosure ScheduleSchedule and except for matters which would not (other than in the case of clause (iii) or (iv) of this sentence) be reasonably likely to result in a Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; (v) the Company and its Subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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. Except as set forth in Section 3.20(b3.22(b) of the Disclosure Schedule, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(ain SECTION 3.19(a) of the Disclosure Schedule, OF THE SELLER PARTIES DISCLOSURE SCHEDULE: (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, or to the Knowledge knowledge of the CompanySeller Parties, threatened against or affecting any material portion of the Company or any of its SubsidiariesAcquired Business, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union or similar labor organization or employee association claims to represent the employees of any Seller Entity other than under the Company or any of its Subsidiaries; collective bargaining agreements listed in SECTION 3.19(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, (iii) neither the Company nor any of its Subsidiaries no Seller Entity is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules rules, works councils, or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; Seller Entity, (iv) none to the knowledge of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any Seller Parties, there are no current union organizing activities activities, nor has there been any union organizing activity within the past two years among the employees of the Company or any of its SubsidiariesSeller Entity, nor does any question concerning representation exist concerning such employees; (v) the Company there are no written personnel policies, handbooks, manuals rules or procedures applicable to employees of any Seller Entity, other than those set forth in SECTION 3.19(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, true and its Subsidiaries arecorrect copies of which have heretofore been delivered or made available to Buyer, and have (vi) each Seller Entity has at all times been, 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 healthhealth with respect to employees of Seller Entities, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act; Act or other applicable Law, with respect to employees of any Seller Entity, (vivii) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries Seller Entities pending or, to the Knowledge knowledge of the CompanySeller Parties, threatened before the National Labor Relations Board or any similar state state, local or foreign agency; agency with respect to employees of any Seller Entity, (viiviii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; procedure with respect to employees of any Seller Entity pending or, to the knowledge of Seller Parties, threatened against any of Seller Entities, (viiiix) no charges with respect to or relating to the any employees of any Seller Entity or against any Acquired Company or any of its Subsidiaries are pending or, to the knowledge of Seller Parties, threatened before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; , (ixx) neither the Company nor any of its Subsidiaries no Seller Entity has received notice of the intent of any federal, state, local or foreign agency Governmental Body responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company Acquired Business or any of its Subsidiaries the Acquired Companies and no such investigation is in progress; progress and (xxi) there are no complaintsActions pending or, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company Seller Parties, threatened in any forum by or on behalf of any present or former employee of the Company any Seller Entity or any applicant for employment or classes of its Subsidiaries the foregoing alleging that any Seller Entity engaged in any conduct that constitutes, or could reasonably be expected to constitute a breach of any express or implied contract of or employment, any law or regulation Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since During the enactment of past two years, Seller Entities (with respect to the Worker Adjustment and Retraining Notification ("WARN"Acquired Business) Act, there has have not been 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 Seller Entity (with respect to the Company or any of its SubsidiariesAcquired Business); or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Seller (with respect to the Company or any of its SubsidiariesAcquired Business)); nor has the Company any Seller Entity been affected by any transaction or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state state, local or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreementforeign Law.

Labor Relations and Employment. (a) Except as to the extent set forth on in Section 3.20(a) 3.13 of the Disclosure Schedule, : (ia) there is no labor strike, material labor dispute, slowdown, stoppage stoppage, or lockout actually pending, or, or to the Knowledge of the CompanyNW Corp., threatened against the Company or affecting any of its Subsidiariesthe Applicable Entities, and during the past three years since January 1, 2004, there has not been any such action; (iib) to the Knowledge of the CompanyNW Corp., there are no pending union claims to represent the employees of the Company or any of its Subsidiariesthe Applicable Entities, there are no current union organizing activities among the employees of any of the Applicable Entities, and no Applicable Entity has received notice of any unfair labor practice complaint or charge against it pending before the NLRB; (iiic) neither none of the Company nor any of its Subsidiaries Applicable Entities 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 association, applicable to employees of any of the Applicable Entities; and (d) to the Knowledge of NW Corp., there are no written personnel policies, rules, or procedures applicable to employees of the Company or any of its Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local lawApplicable Entities. Except as set forth in Section 3.20(b) 3.13 of the Disclosure Schedule, no employee, officer, director, or independent contractor of any of the Applicable Entities is entitled to any payment of money or other thing of value or will receive any rights with respect to the best Knowledge capital stock of any of the CompanyApplicable Entities as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Except as set forth in Section 3.13 of the Disclosure Schedule, none of the employees transactions contemplated by this Agreement shall constitute a triggering event under any employment, severance, or termination agreement or other compensation arrangement or any plan currently in effect which (either alone or upon the occurrence of any additional or subsequent event) would result in any payment, acceleration, vesting, or increase in benefits to any current or former officer, employee, director, or independent contractor of any of the Company or any of its Subsidiaries has suffered Applicable Entities which would constitute an "employment loss" “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the WARN Act) since three months prior to the date of this AgreementCode).

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(a) of the Disclosure Schedulein Schedule 4.22 hereto, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, actually pending or, to the Knowledge knowledge of the CompanySellers and Parent, threatened against or affecting any Seller in connection with the Company or any of its SubsidiariesBusiness, and during the past three years and, since January 1, 1997, there has not been any such action; , (ii) to the Knowledge knowledge of the CompanySellers and Parent, there have been no union claims to represent the employees of the Company any Seller or any of its Subsidiaries; Seller's Affiliate in connection with the Business and there are no current union organizing activities among such employees, (iii) neither the Company nor any of its Subsidiaries no Seller 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 any Seller's or any of its Subsidiaries; Seller's Affiliates' employees in connection with the Business, and (iv) none of the employees of the Company there are no material written personnel policies, rules or procedures applicable to any Seller's or any Seller's Affiliates' employees in connection with the Business, true and correct copies of its Subsidiaries is represented by any labor organization which have not heretofore been made available to Purchaser. (b) Except as set forth on Schedule 4.22 hereto, since January 1, 1998, each Seller and the Company does not each Seller's Affiliates 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; (v) the Company and its Subsidiaries are, and have at all times been, been in material compliance with respect to the Business with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment, wagesage and sex discrimination of wages and hours, hours of work and occupational safety and healthexcept where the failure to so comply would not, individually or in the aggregate, have a Seller Material Adverse Effect, and are not none of Sellers or any Seller's Affiliates has engaged in or is engaged in any unfair labor practices practices. Except as defined in the National Labor Relations Act; (vi) there is noted on Schedule 4.22 hereto, since January 1, 1998, no unfair labor practice charge or complaint complaints have been filed against the Company any Seller or any Seller's Affiliates with any governmental or regulatory agency and none of its Subsidiaries pending orSellers has received any notice or communication reflecting an intention or threat to file any such complaint. Since January 1, 1998, no person has made any claim, and, to the Knowledge best knowledge of the CompanySellers and Parent, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance basis for any claim, against any of Sellers or Parent arising out of any collective bargaining agreement statute, ordinance or other grievance procedure; (viii) no charges regulation relating to discrimination with respect to employees or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure ScheduleSchedule 3.13(a), (i) there is no labor ---------------- strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best of the Company's knowledge, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best of the Company's knowledge, there are no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor does any question concerning representation exist concerning such employees; (v) the Company and its Subsidiaries subsidiaries are, and have 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 work, occupational safety and health, equal opportunity, collective bargaining and payment of social security and other taxes, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance filed, or to the best of the Company's knowledge, threatened to be filed, against the Company or any of its subsidiaries arising out of any collective bargaining agreement or employment agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. ; and (bxi) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.no

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedulein Schedule 4.13(a), (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge best of the Company's knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, are no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iiiii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iviii) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor to the Company's knowledge does any question concerning representation exist concerning such employees; (viv) the Company and its Subsidiaries are, and have at all times been, subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and work, occupational safety and health, equal opportunity, collective bargaining and payment of social security or social insurance premiums, as applicable, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations Actunder applicable law, ordinance or regulation; (viv) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ixvi) neither the Company nor any of its Subsidiaries subsidiaries has received written notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (xvii) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any complaints, lawsuits or other proceedings which would not reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in Schedule 4.13(b), the enactment employment of the Worker Adjustment all Persons and Retraining Notification ("WARN") Act, there has not been (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 officers employed by the Company or any of its Subsidiaries; subsidiaries is terminable at will without any penalty or (ii) a "mass layoff" (as defined in severance obligation of any kind on the WARN Act) affecting any site of employment or facility part of the Company or such subsidiary. All sums due for employee compensation and benefits, including, without limitation, retiree benefits, and all vacation time owing to any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "subsidiaries have been duly and adequately accrued in all material respects on the accounting records of the Company and its subsidiaries in accordance with GAAP. (c) Except as set forth on Schedule 4.13(c), the Company and its subsidiaries have in force written confidentiality and non-disclosure agreements and patent/copyright/invention assignment agreements with, and requires as a condition of employment loss" the execution of such agreements by, all of its technical research employees, all research consultants, all of its officers and such other members of its staff as in the regular course of their duties are reasonably likely to receive material confidential information regarding the Company, its Intellectual Property (as defined hereinafter defined) and its current and prospective business plans. (d) The Company is not aware that any of its officers or key employees or any officers or key employees of its subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any Governmental Entity, that would interfere with the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as currently conducted. (e) Except as set forth in Schedule 4.13(e), the WARN Act) since three months prior Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the date Company or any of this Agreementits subsidiaries, nor does the Company have a present intention to terminate the employment of any of the foregoing.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedulein SCHEDULE 4.13(a), (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge best of the Company's knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, are no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iiiii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iviii) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor to the Company's knowledge does any question concerning representation exist concerning such employees; (viv) the Company and its Subsidiaries are, and have at all times been, subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and work, occupational safety and health, equal opportunity, collective bargaining and payment of social security or social insurance premiums, as applicable, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations Actunder applicable law, ordinance or regulation; (viv) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ixvi) neither the Company nor any of its Subsidiaries subsidiaries has received written notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (xvii) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any complaints, lawsuits or other proceedings which would not reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in SCHEDULE 4.13(b), the enactment employment of the Worker Adjustment all Persons and Retraining Notification ("WARN") Act, there has not been (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 officers employed by the Company or any of its Subsidiaries; subsidiaries is terminable at will without any penalty or (ii) a "mass layoff" (as defined in severance obligation of any kind on the WARN Act) affecting any site of employment or facility part of the Company or such subsidiary. All sums due for employee compensation and benefits, including, without limitation, retiree benefits, and all vacation time owing to any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "subsidiaries have been duly and adequately accrued in all material respects on the accounting records of the Company and its subsidiaries in accordance with GAAP. (c) Except as set forth on SCHEDULE 4.13(c), the Company and its subsidiaries have in force written confidentiality and non-disclosure agreements and patent/copyright/invention assignment agreements with, and requires as a condition of employment loss" the execution of such agreements by, all of its technical research employees, all research consultants, all of its officers and such other members of its staff as in the regular course of their duties are reasonably likely to receive material confidential information regarding the Company, its Intellectual Property (as defined hereinafter defined) and its current and prospective business plans. (d) The Company is not aware that any of its officers or key employees or any officers or key employees of its subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any Governmental Entity, that would interfere with the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as currently conducted. (e) Except as set forth in SCHEDULE 4.13(e), the WARN Act) since three months prior Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the date Company or any of this Agreementits subsidiaries, nor does the Company have a present intention to terminate the employment of any of the foregoing.

Labor Relations and Employment. (a) Except as to the extent set forth on in Section 3.20(a3.19(a) of the Seller Parties Disclosure Schedule, : (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, or to the Knowledge knowledge of the CompanySeller Parties, threatened against or affecting any material portion of the Company or any of its SubsidiariesAcquired Business, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union or similar labor organization or employee association claims to represent the employees of any Seller Entity other than under the Company or any collective bargaining agreements listed in Section 3.19(a) of its Subsidiaries; the Seller Parties Disclosure Schedule, (iii) neither the Company nor any of its Subsidiaries no Seller Entity is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules rules, works councils, or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; Seller Entity, (iv) none to the knowledge of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any Seller Parties, there are no current union organizing activities activities, nor has there been any union organizing activity within the past two years among the employees of the Company or any of its SubsidiariesSeller Entity, nor does any question concerning representation exist concerning such employees; (v) there are no written personnel policies, handbooks, manuals rules or procedures applicable to employees of any Seller Entity, other than those set forth in Section 3.19(a) of the Company Seller Parties Disclosure Schedule, true and its Subsidiaries arecorrect copies of which have heretofore been delivered or made available to Buyer, and have (vi) each Seller Entity has at all times been, 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 healthhealth with respect to employees of Seller Entities, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act; Act or other applicable Law, with respect to employees of any Seller Entity, (vivii) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries Seller Entities pending or, to the Knowledge knowledge of the CompanySeller Parties, threatened before the National Labor Relations Board or any similar state state, local or foreign agency; agency with respect to employees of any Seller Entity, (viiviii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; procedure with respect to employees of any Seller Entity pending or, to the knowledge of Seller Parties, threatened against any of Seller Entities, (viiiix) no charges with respect to or relating to the any employees of any Seller Entity or against any Acquired Company or any of its Subsidiaries are pending or, to the knowledge of Seller Parties, threatened before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; , (ixx) neither the Company nor any of its Subsidiaries no Seller Entity has received notice of the intent of any federal, state, local or foreign agency Governmental Body responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company Acquired Business or any of its Subsidiaries the Acquired Companies and no such investigation is in progress; progress and (xxi) there are no complaintsActions pending or, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company Seller Parties, threatened in any forum by or on behalf of any present or former employee of the Company any Seller Entity or any applicant for employment or classes of its Subsidiaries the foregoing alleging that any Seller Entity engaged in any conduct that constitutes, or could reasonably be expected to constitute a breach of any express or implied contract of or employment, any law or regulation Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since During the enactment of past two years, Seller Entities (with respect to the Worker Adjustment and Retraining Notification ("WARN"Acquired Business) Act, there has have not been 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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.or

Labor Relations and Employment. (a) Except as set forth on in Section 3.20(a) 4.20 of the Disclosure Schedule, (i) there is no labor strike, or material dispute, slowdown, stoppage or lockout actually pending, or, or to the Knowledge knowledge of the Company, threatened against or affecting the business of the Company or any of and its Subsidiaries, Significant Subsidiaries and during the past three five years there has not been any such actionaction that was material to the Company; (ii) to the Knowledge knowledge of the Company, no union claims to represent the employees of the Company or any of and its Significant Subsidiaries; (iii) neither the Company nor any Significant Subsidiary of its Subsidiaries the Company is a party to or bound by any collective bargaining or similar agreement with any labor organization, or and no work rules or practices agreed to with any labor organization or employee association are applicable to employees of the Company or any of its SubsidiariesSignificant Subsidiary; (iv) to the knowledge of the Company, none of the employees of the Company or any of its Subsidiaries Significant Subsidiary is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries Significant Subsidiary pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agencyagency which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; (viivi) there is no grievance arising out of any collective bargaining agreement or other grievance procedureprocedure which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; (viiivii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its Subsidiaries Significant Subsidiary are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicespractices which, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect; and (ixviii) neither the Company nor any of its Subsidiaries has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any Significant Subsidiary and, to the knowledge of its Subsidiaries and the Company, no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) To the knowledge of the Company, the Company and Company Subsidiaries have complied in all material respects with all applicable Legal Requirements related to the employment of labor, including provisions thereof relating to wages, hours, equal employment opportunity, collective bargaining, non-discrimination, and withholding and payment of social security and other Taxes. There are no complaints, charges, lawsuits, arbitrations or other proceedings pending, or to the Company's knowledge, threatened by or on behalf of any present or former employee of the Company or any Company Subsidiary alleging any claim for material damages including breach of any express or implied contract of employment, wrongful termination, infliction of emotional distress or violation of any federal, state or local statutes or regulations concerning terms and conditions of employment, including wages and hours, employee safety, termination of employment and/or workplace discrimination and harassment. Since January 1, 2005, neither the Company nor any Company Subsidiary has retaliated against any employee (i) who had previously submitted to his or her supervisor or anyone else in a position of authority with the Company or Company Subsidiary any written, or to the knowledge of the Company, oral complaint, concern or allegation regarding any alleged unlawful conduct by any of the Company, the Company Subsidiaries or their employees relating to accounting, internal accounting controls or auditing matters, or (ii) who, to the knowledge of the Company, has provided information to, or otherwise assisted any investigation by, any law enforcement, regulatory or other governmental authority or a member of the United States Congress. Except as set forth on Section 3.20(a) of the Disclosure ScheduleSchedule 3.16, (ix) there has been no labor union organizing or, to Company's knowledge, attempting to organize any employees of Company or any Company Subsidiary into one or more collective bargaining units, (y) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, Company Subsidiary and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iiiz) neither the Company nor any of its Subsidiaries Company Subsidiary 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 Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since December 31, 2005, neither the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there Company nor any Company Subsidiary has not been 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; Company Subsidiary, in each case in the United States 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 SubsidiariesCompany Subsidiary in the United States; nor has the Company or any of its Subsidiaries Company Subsidiary engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state state, or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, law or regulation similar to the best Knowledge of the Company, none of the employees of WARN Act that is applicable to the Company or any of its Subsidiaries Company Subsidiary operating in the United States. To the Company's knowledge, neither the Company's nor any Company Subsidiary's employees in the United States has suffered an "employment loss" (as defined in the WARN Act) since three months in the ninety (90) days prior to the date of this Agreement. (c) Except as set forth on Schedule 3.16(c), the employment of each employee of the Company and its subsidiaries is terminable at will by the Company and it subsidiaries without penalty, liability or severance obligation incurred by the Company or any Company Subsidiary, except for statutory obligations or such severance obligations incurred in the ordinary course of business, and each independent contractor of the Company or any Company Subsidiary has been correctly classified as such, and the Company and any Company Subsidiary can have no liability as a result of any employee of such entity incorrectly being classified as an independent contractor or otherwise.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) There is not now, nor has there is no ever been a labor strike, dispute, slowdown, stoppage or lockout lockout, nor are any pending, or, to the Knowledge of the CompanyParent’s Knowledge, threatened against the Company Parent or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its SubsidiariesParent; (iii) neither the Company nor any of its Subsidiaries Parent is not a party to or bound by by, nor do any of its employees benefit from, any collective bargaining or similar agreement by way of any applicable employment laws and regulations and extension orders (“tzavei harchava”) or any collective bargaining arrangements 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 SubsidiariesParent; (iv) none of the employees of the Company Parent or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any to Parent’s Knowledge, there are no current union organizing activities among the employees of Parent, nor are there representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the Company National Labor Relations Board or any of its Subsidiaries, nor does any question concerning representation exist concerning such employeesother labor relations tribunal; (v) the Company Parent and each of its Subsidiaries areis, and have has at all times been, in compliance in all material compliance respects with all applicable laws Applicable 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 ActAct or other Applicable Law; (vi) there is no unfair labor practice charge has been received by Parent or its Subsidiaries and no complaint against the Company Parent or any of its Subsidiaries is pending or, to the Knowledge of the CompanyParent’s Knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance with respect to or relating to Parent or any of its Subsidiaries arising out of any collective bargaining agreement or other similar grievance procedure; (viii) no charges with respect to or relating to the Company Parent or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of Parent has not and its Subsidiaries has have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company Parent or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Parent’s Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company Parent or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To Parent’s Knowledge, since the enactment of the Worker Adjustment and Retraining Notification Act ("WARN") “WARN Act”), there has not been (i) a "“plant closing" ” (as defined in the WARN Act) by Parent or any of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company Parent or any of its Subsidiaries; or (ii) a "“mass layoff" layoff (as defined in the WARN Act) by Parent or any of its Subsidiaries affecting any site of employment or facility of the Company Parent or any of its Subsidiaries; nor has the Company Parent 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. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the CompanyTo Parent’s Knowledge, none of the employees of the Company or any of Parent and its Subsidiaries has suffered an "“employment loss" ” (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(ain Schedule 5.13(a): (a) of the Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company Seller and its Subsidiaries are, and have at all times been, Affiliates are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work employment and occupational safety wages and healthhours, and are not engaged in any unfair labor practices as defined concerning employees of Seller and/or the Affiliates relating to the Business ("Employees") and have been in such compliance during the National Labor Relations Actpast five years; (vib) Seller and/or its Affiliates have not entered into or become a party to any collective bargaining agreement or similar agreement with any labor organization, or agreed to any work rules or practices with any labor organization or employee association applicable to the Employees; (c) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge of the CompanySeller's Knowledge, threatened before the National Labor Relations Board or regarding any similar state or foreign agencyEmployee; (viid) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of Seller, threatened against or affecting Seller and/or its Affiliates with regard to the Business and during the past five years there has not been any such action; (e) no union claims to represent any of the Employees; (f) to Seller's Knowledge, there are no current union organizing activities among the Employees and no representation question exists respecting any of the Employees; (g) no grievance or any arbitration proceeding arising out of any or under a collective bargaining agreement or other grievance procedureis pending or, to Seller's Knowledge, threatened with regard to any Employee and no claim therefor exists; (viiih) no charges with respect to or relating to the Company or any of Seller and/or its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has Affiliates have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries Business and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Scheduleno pending or, to Seller's Knowledge, threatened lawsuits, administrative proceedings or investigations between Seller and/or its Affiliates, on the best Knowledge one hand, and current or former directors or officers of Seller and/or its Affiliates, or Employees, on the Companyother hand, none of the employees of the Company or including without limitation, any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.claims for wrongful termination, breach

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedulein SCHEDULE 3.13(a), (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge best of the Company's knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, are no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iiiii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iviii) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor to the Company's knowledge does any question concerning representation exist concerning such employees; (viv) the Company and its Subsidiaries are, and have at all times been, subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and work, occupational safety and health, equal opportunity, collective bargaining and payment of social security or social insurance premiums, as applicable, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations Actunder applicable law, ordinance or regulation; (viv) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ixvi) neither the Company nor any of its Subsidiaries subsidiaries has received written notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (xvii) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any complaints, lawsuits or other proceedings which would not reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in SCHEDULE 3.13(b), the enactment employment of the Worker Adjustment all Persons and Retraining Notification ("WARN") Act, there has not been (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 officers employed by the Company or any of its Subsidiaries; subsidiaries is terminable at will without any penalty or (ii) a "mass layoff" (as defined in severance obligation of any kind on the WARN Act) affecting any site of employment or facility part of the Company or such subsidiary. All sums due for employee compensation and benefits, including, without limitation, retiree benefits, and all vacation time owing to any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" subsidiaries have been duly and adequately accrued in all material respects on the accounting records of the Company and its subsidiaries in accordance with GAAP. (c) Except as defined in the WARN Act) since three months prior to the date of this Agreement.set forth on SCHEDULE 3.13

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) There is not now, nor has there is no ever been a labor strike, dispute, slowdown, stoppage or lockout lockout, nor are any pending, or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its SubsidiariesCompany; (iii) neither the Company nor any of its Subsidiaries 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 SubsidiariesCompany; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and to the Company does not have any Knowledge of any Company’s Knowledge, there are no current union organizing activities among the employees of the Company Company, nor are there representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any of its Subsidiaries, nor does any question concerning representation exist concerning such employeesother labor relations tribunal; (v) the Company and each of its Subsidiaries areis, and have has at all times been, in compliance in all material compliance respects with all applicable laws Applicable 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 ActAct or other Applicable Law; (vi) there is no unfair labor practice charge has been received by the Company or its Subsidiaries and no complaint against the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance with respect to or relating to the Company or any of its Subsidiaries arising out of any collective bargaining agreement or other similar grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of has not and its Subsidiaries has have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Company’s Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the Company’s Knowledge, since the enactment of the Worker Adjustment and Retraining Notification Act ("WARN") “WARN Act”), there has not been (i) a "“plant closing" ” (as defined in the WARN Act) by the Company or any of its Subsidiaries 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) by the Company or any of its Subsidiaries 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. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of To the Company’s Knowledge, none of the employees of the Company or any of and its Subsidiaries has suffered an "“employment loss" ” (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedulein SCHEDULE 3.13(A), (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company's knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, are no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iiiii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iviii) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor to the Company's knowledge does any question concerning representation exist concerning such employees; (viv) the Company and its Subsidiaries are, and have at all times been, subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and work, occupational safety and health, equal opportunity, collective bargaining and payment of social security or social insurance premiums, as applicable, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and are not engaged in any discriminatory employment practices or unfair labor practices as defined in the National Labor Relations Actunder applicable law, ordinance or regulation; (viv) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge best of the Company's knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ixvi) neither the Company nor any of its Subsidiaries subsidiaries has received written notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (xvii) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best of the Company Company's knowledge, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any complaints, lawsuits or other proceedings which would not reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in SCHEDULE 3.13(B), the enactment employment of the Worker Adjustment all Persons and Retraining Notification ("WARN") Act, there has not been (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 officers employed by the Company or any of its Subsidiaries; subsidiaries is terminable at will without any penalty or (ii) a "mass layoff" (as defined in severance obligation of any kind on the WARN Act) affecting any site of employment or facility part of the Company or such subsidiary. All sums due for employee compensation and benefits, including, without limitation, retiree benefits, and all vacation time owing to any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "subsidiaries have been duly and adequately accrued in all material respects on the accounting records of the Company and its subsidiaries in accordance with GAAP. (c) Except as set forth on SCHEDULE 3.13(C), the Company and its subsidiaries have in force written confidentiality and non-disclosure agreements and patent/copyright/ invention assignment agreements with, and require as a condition of employment loss" the execution of such agreements by, all of its technical research employees, all research consultants, all of its officers and such other members of its staff as in the regular course of their duties are reasonably likely to receive material confidential information regarding the Company, its Intellectual Property (as defined hereinafter defined) and its current and prospective business plans. (d) The Company is not aware that any of its officers or key employees or any officers or key employees of its subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any Governmental Entity, that would interfere with the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as currently conducted. (e) Except as set forth in SCHEDULE 3.13(E), the WARN Act) since three months prior Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the date Company or any of this Agreementits subsidiaries, nor does the Company have a present intention to terminate the employment of any of the foregoing.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) there There is no labor strike, dispute, slowdown, stoppage or lockout pending, oraffecting, or to the Knowledge of the CompanySeller, threatened against the Company or any of its SubsidiariesCompany, and during the past three five years there has not been any such action and, to the Knowledge of Seller, there are no existing or prior facts, circumstances or conditions that may lead to such an action; (ii) to the Knowledge of the Company, there are no union claims to represent the employees of the Company or nor have there been any of its Subsidiariessuch claims within the last five years; (iii) neither the Company nor any of its Subsidiaries there is a party to or bound by any collective bargaining or similar agreement no Contract with any labor organization, or nor work rules or practices agreed to with any labor organization or employee association association, applicable to employees of the Company nor is the Company a party to or bound by any of its Subsidiariescollective bargaining or similar agreement; (iv) none to the Knowledge of Seller, there is, and within the last five years has been, no representation of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any current there are no union organizing activities among the employees of the Company or any of its SubsidiariesCompany, nor does any question concerning representation exist concerning such employees; (v) Section 2.22(a) of the Disclosure Schedule sets forth all personnel policies, rules or procedures (whether written or oral) applicable to employees of the Company, and the Company has delivered to Purchaser complete and its Subsidiaries areaccurate copies of all such written policies, rules or procedures plus summaries of all oral policies, rules or procedures; (vi) the Company has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation and the Company is, and have at all times has for the past three years been, in compliance in all material compliance respects 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; (vivii) there is no unfair labor practice charge or complaint against the Company (or any of its Subsidiaries Seller with respect to the Company) pending or, to the Knowledge of the CompanySeller, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and to the Knowledge of Seller there are no existing or prior facts, circumstances or conditions that could form the basis therefor; (viiviii) there is no grievance pending or, to the Knowledge of Seller, threatened against the Company arising out of any collective bargaining agreement or other grievance procedureprocedure and to the Knowledge of Seller there are no existing or prior facts, circumstances or conditions that could form the basis therefor; (viiiix) there are no charges with respect to or relating to the Company or any pending or, to the Knowledge of its Subsidiaries are pending Seller, threatened before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practicespractices and to the Knowledge of Seller there are no existing or prior facts, circumstances or conditions that could form the basis therefor; (ixx) neither the Company nor any of its Subsidiaries Seller has received notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any and, to the Knowledge of its Subsidiaries and Seller, no such investigation is in progress; and (xxi) there are no complaints, lawsuits or other proceedings are pending or or, to the Knowledge of the Company Seller, threatened in any forum by or on behalf of any present or former employee of the Company Company, any applicant for employment or any classes of its Subsidiaries the foregoing alleging breach of any express or implied contract of Contract for employment, any law or regulation Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the any employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARNWARN Act") Act), there the Company has not been effectuated or experienced (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 used by the Company or any of its SubsidiariesCompany; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of used by the Company or any of its Subsidiaries; Company, nor has the Company been affected by any transaction or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge None of the Company, none of the 's employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months at any time prior to the date of this AgreementClosing Date.

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(a) of the Disclosure Schedulein Schedule 2.2(r), (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and during the past three years there has not been any such actionCompany; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its SubsidiariesCompany; (iii) neither the Company nor any of its Subsidiaries 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 SubsidiariesCompany; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and to the Company does not have any Knowledge of the Company, there is not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (viivi) there is no grievance arising out of any collective bargaining agreement or other grievance procedureprocedure which, if adversely determined, would have a Material Adverse Effect; (viiivii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicespractices which, if adversely determined, would have a Material Adverse Effect; (ixviii) neither the Company nor any of its Subsidiaries has not received written notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to of the Company or any of its Subsidiaries and no nor is such an investigation is in progress; and (xix) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge of the Company Company, threatened in any forum by or on behalf of any present or former employee of the Company which, if adversely determined or any of its Subsidiaries alleging breach of any express resolved would individually or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (i) a "plant closing" (as defined in the WARN Actaggregate, would have a Material Adverse Effect; and (x) affecting any site of employment or one or more facilities or operating units within any site of employment or facility no employee 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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Worker Adjustment and Restraining Notification Act) since three months during the ninety (90) days prior to the date of this Agreementhereof.

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(a) in SECTION 3.13 of the Disclosure Schedule, : (i) there is no labor strike, material labor dispute, slowdown, stoppage stoppage, or lockout actually pending, or, or to the Knowledge of the Company, NFS threatened against the Company or affecting any of its Subsidiariesthe Applicable Entities, and during the past three years since January 1, 2000, there has not been any such action; (ii) to the Knowledge of the CompanyNFS, there are no pending union claims to represent the employees of the Company or any of its Subsidiariesthe Applicable Entities, there are no current union organizing activities among the employees of any of the Applicable Entities, and no Applicable Entity has received notice of any unfair labor practice complaint or charge against it pending before the NLRB; (iii) neither none of the Company nor any of its Subsidiaries is Applicable Entities are 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 association, applicable to employees of any of the Applicable Entities; and (iv) to the Knowledge of NFS, there are no written personnel policies, rules, or procedures applicable to employees of the Company or any Applicable Entities, other than those of its Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local lawNW Mutual. Except as set forth in Section 3.20(b) SECTION 3.13 of the Disclosure Schedule, no employee, officer, director, or independent contractor of any of the Applicable Entities is entitled to any payment of money or other thing of value or will receive any rights with respect to the best Knowledge capital stock of any of the CompanyApplicable Entities as a result of this Agreement. Except as set forth in SECTION 3.13 of the Disclosure Schedule, none of the employees transactions contemplated by this Agreement shall constitute a triggering event under any employment, severance, or termination agreement or other compensation arrangement or any plan currently in effect which (either alone or upon the occurrence of any additional or subsequent event) would result in any payment, acceleration, vesting, or increase in benefits to any current or former officer, employee, director, or independent contractor of any of the Company or any of its Subsidiaries has suffered Applicable Entities which would constitute an "employment lossexcess parachute payment" (as such term is defined in Section 280G(b)(1) of the WARN Act) since three months prior to the date of this AgreementCode).

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) has not had, or would not have, a Material Adverse Effect, Seller represents as of the Disclosure Schedule, date of this Agreement the following: (i) there Seller is no labor strikeneither party to, disputenor bound by, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened against the Company any collective bargaining agreement or any of its Subsidiaries, and during the past three years there has not been any such actionother agreements with a labor union; (ii) to the Knowledge of Seller, there has been no labor union prior to the Companydate hereof organizing any employees of Seller into one or more collective bargaining units, no union claims (iii) Seller has not received written notice that any representation petition with respect to represent the employees of Seller has been filed with the Company or any of its Subsidiaries; (iii) neither the Company nor 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 SubsidiariesNLRB; (iv) none to the Knowledge of the Seller, there is no actual or threatened labor dispute, strike, slowdown or work stoppage by employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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 employeesSeller; (v) to the Company and its Subsidiaries areKnowledge of Seller, and have 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; (vi) there is no unfair labor practice pending or threatened 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum Seller by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipNLRB. (b) Since the enactment Section 3.15(b) of the Worker Adjustment and Retraining Notification ("WARN") ActSeller Disclosure Letter sets forth, there has not been as of December 16, 2002, the following: (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 list of the Company names, titles, functions, locations, annual salary, stock option grants and other compensation of all employees, independent consultants and leased or any temporary employees of its SubsidiariesSeller; or and (ii) a "mass layoff" the wage rates for non-salaried employees of Seller. (as defined c) Section 3.15(c) of the Seller Disclosure Letter describes each agreement or arrangement under which Seller has or would reasonably be expected to have after the Closing Date any liability to indemnify, reimburse or advance any material amount to any officer, director, employee or agent of Seller (other than with respect to payroll, travel expense reimbursement and similar items in the WARN ActOrdinary Course of Business) affecting any site and the nature and amount of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. each such obligation. (d) Except as set forth in Section 3.20(b3.15(d) of the Seller Disclosure ScheduleLetter, no employee or former employee of Seller has filed, or to the best Knowledge of Seller threatened in writing to file, any grievance against Seller which would reasonably be expected to result in any material liability after the Company, none Closing Date. (e) Section 3.15(e) of the employees Seller Disclosure Letter summarizes (i) the number of Persons who have been during the Company last 24 months, or currently are, receiving short-term or long-term disability benefits, (ii) the aggregate term of disability for such Persons and (iii) the aggregate amount of disability benefits paid to such Persons during such period. (f) Seller has no obligation to provide pension benefits or retirement benefits to any employee or former employee of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to Seller after the date of this Agreement, other than contributions under Seller's Savings Plan. (g) To the Knowledge of Seller, as of the date hereof, Seller has no material liability under the Plans or relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for any of Seller's former employees.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.24(a) of the Company Disclosure ScheduleSchedule and except for matters which would not (other than in the case of clause (iii) or (iv) of this sentence) result in a Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor does any question ques- tion concerning representation exist concerning such employees; (v) the Company and its Subsidiaries subsidiaries are, and have 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 ActRela- tions Act or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries subsidiaries are pending before the Equal Employment Opportunity Op- portunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (x) there are no complaintscom- plaints, lawsuits or other proceedings pending or to the Knowledge best knowledge of the Company threatened in any forum by or on behalf be- half of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification Notifi- cation ("WARN") Act, there has not been (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 Subsidiariessub- sidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company Com- pany or any of its Subsidiariessubsidiaries; nor has the Company or any of its Subsidiaries 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. Except as set forth in Section 3.20(b3.24(b) of the Company Disclosure Schedule, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries subsidi- aries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this AgreementAgree- ment.

Labor Relations and Employment. (a) (i) Except as set forth on in Section 3.20(a) 2.22 of the Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting, or, to the Knowledge of the CompanySeller, threatened against the Company or any of its SubsidiariesCompany, and during the past three five years there has not been any such action and, to the Knowledge of Seller, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to lead to such an action; (ii) to the Knowledge of the Company, there are no union claims to represent the employees of the Company or nor have there been any of its Subsidiariessuch claims within the last five years; (iii) neither the Company nor any of its Subsidiaries there is a party to or bound by any collective bargaining or similar agreement no Contract with any labor organization, or nor work rules or practices agreed to with any labor organization or employee association association, applicable to employees of the Company nor is the Company a party to or bound by any of its Subsidiariescollective bargaining or similar agreement; (iv) none to the Knowledge of Seller, (A) there is, and within the last five years has been, no representation of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any current organization, (B) there are no union organizing activities among the employees of the Company or any of its SubsidiariesCompany, nor does any and (C) no question concerning representation exist concerning such employees; (v) Section 2.22(a) of the Disclosure Schedule sets forth all personnel policies, rules or procedures (whether written or oral) applicable to employees of the Company, and the Company has delivered to Purchaser complete and its Subsidiaries areaccurate copies of all such written policies, rules or procedures plus summaries of all oral policies, rules or procedures; (vi) the Company has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation and the Company is, and have at all times has for the past three years been, in compliance in all material compliance respects 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; (vivii) there is no unfair labor practice charge or complaint against the Company (or any of its Subsidiaries Seller with respect to the Company) pending or, to the Knowledge of the CompanySeller, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and to the Knowledge of Seller there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (viiviii) there is no grievance pending or, to the Knowledge of Seller, threatened against the Company arising out of any collective bargaining agreement or other grievance procedureprocedure and, to the Knowledge of Seller, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (viiiix) there are no charges with respect to or relating to the Company or any pending or, to the Knowledge of its Subsidiaries are pending Seller, threatened before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practicespractices and, to the Knowledge of Seller, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (ixx) neither the Company nor any of its Subsidiaries Seller has received notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any and, to the Knowledge of its Subsidiaries and Seller, no such investigation is in progress; and (xxi) there are no complaints, lawsuits or other proceedings are pending or or, to the Knowledge of the Company Seller, threatened in any forum by or on behalf of any present or former employee of the Company Company, any applicant for employment or any classes of its Subsidiaries the foregoing alleging breach of any express or implied contract of Contract for employment, any law or regulation Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the any employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARNWARN Act") Act), there the Company has not been effectuated or experienced (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 used by the Company or any of its SubsidiariesCompany; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of used by the Company or any of its Subsidiaries; Company, nor has the Company been affected by any transaction or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge None of the Company, none of the 's employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months at any time prior to the date of this AgreementClosing Date.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) Schedule 4.19 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its SubsidiariesCompany, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its SubsidiariesCompany; (iii) neither the Company nor any of its Subsidiaries 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 SubsidiariesCompany; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company Company, nor are there representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any of its Subsidiaries, nor does any question concerning representation exist concerning such employeesother labor relations tribunal; (v) to the knowledge of the Company, the Company and its Subsidiaries areis, and have has been at all times beentimes, 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against 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; (vii) there is no grievance with respect to or relating to the Company arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 SubsidiariesCompany; 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 SubsidiariesCompany; nor has the Company been affected by any transaction or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) on Schedule 4.19 of the Company Disclosure Schedule, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) 7.20 of the Disclosure Schedule, (i) neither the Company nor any of the Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization or labor union; (ii) no union claims to represent the employees of the Company or any of the Subsidiaries and the Company does not have any Knowledge of any union organizing activities among the Company or any of the Subsidiaries; (iii) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge of the Company, threatened against the Company or any of its the Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its the Subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (viv) there is no unfair labor practice charge or complaint against the Company or any of its the Subsidiaries pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viiivi) no charges with respect to or relating to the Company or any of its the Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ixvii) neither the Company nor any of its the Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its the Subsidiaries and no such investigation is in progress; and (xviii) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its the Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure ScheduleSchedule 4.19, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor does are there representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any question concerning representation exist concerning such employeesother labor relations tribunal; (v) the Company and its Subsidiaries subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation except where the failure to be in compliance would not have a material adverse effect on the Company; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance with respect to or relating to the Company or any of its subsidiaries arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 Subsidiariessubsidiaries; 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 Subsidiariessubsidiaries; nor has the Company or any of its Subsidiaries 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. Except as set forth in Section 3.20(b) of the Disclosure ScheduleSchedule 4.19, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(a) of the Disclosure ScheduleSchedule 3.23 hereto, (i) there is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, actually pending or threatened against or affecting Fremont in connection with the Company or any of its SubsidiariesBusiness, and during the past three years and, since January 1, 1999, there has not been any such action; , (ii) to the Knowledge of the Company, there have been no union claims to represent the employees of Fremont in connection with the Company or any of its Subsidiaries; Business for the last three years and there are no current union organizing activities among such employees, (iii) neither the Company nor any of its Subsidiaries Fremont 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 Fremont's employees of in connection with the Company or any of its Subsidiaries; Business, and (iv) none there are no material written personnel policies, rules, agreements or procedures applicable to Fremont's employees in connection with the Business, true and correct copies of which have heretofore not been made available to Employers Insurance. (b) To the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge of any current union organizing activities among the employees of the Company or any of its SubsidiariesFremont, nor does any question concerning representation exist concerning such employees; (v) the Company and its Subsidiaries areexcept as set forth on Schedule 3.23 hereto, and have at all times beensince January 1, 1999, Fremont has been in material compliance with respect to the Business with all federal, state or other applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are Fremont has not engaged in or is not engaged in any unfair labor practices, nor has it discriminated on the basis of race, age, sex, disability or otherwise in its employment conditions or practices with respect to its employees. Except as defined in the National Labor Relations Act; (vi) there is noted on Schedule 3.23 hereto, since January 1, 1999, no unfair labor practice charge complaints, actions, suits, charges, grievances, arbitrations, employee proceedings or complaint investigations have been filed against the Company Fremont with any governmental or regulatory agency and Fremont has not received any of its Subsidiaries pending ornotice or communication reflecting an intention or threat to file any such complaint. Since January 1, to the Knowledge of the Company1999, threatened before the National Labor Relations Board or no Person has made any similar state or foreign agency; (vii) claim and there is no grievance basis for any claim against Fremont arising out of any collective bargaining agreement statute, ordinance or other grievance procedure; (viii) no charges regulation relating to the terms and conditions of employment or discrimination with respect to employees or employment practices. Fremont is not a party to or otherwise bound by any consent decree with or citation by any governmental entity relating to the Company Fremont's employee's or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of . Fremont is in compliance with its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation obligations with respect to or relating the Fremont's employees pursuant to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988, and all other notification obligations arising under any agreement, statute or otherwise. ("WARN"c) Act, there has not All individuals who provide services to Fremont who are required to be treated as an employee under any applicable laws have been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreementso treated.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.22(a) of the Disclosure ScheduleCompany Disclo- sure Schedule and except to the extent that such matters would not result in a Material Adverse Effect on the Company, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best knowledge of the Company, there are no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining bargain- ing 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; (v) the Company and its Subsidiaries are, and have at all times been, in material compliance with all applicable laws respecting employment employ- ment 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice prac- xxxx charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge best knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.Employment

Labor Relations and Employment. (a) Except (x) as disclosed in the SEC Reports filed on or before the date hereof, and, (y) as set forth on Section 3.20(a3.13(a) of the Company Disclosure Schedule, Schedule and (z) for matters which would not (other than in the case of clause (iii) or (iv) of this sentence) result in a Material Adverse Effect: (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; ; (ii) to the Knowledge best knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; ; (iii) neither the Company nor 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; ; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; ; (v) the Company and its Subsidiaries are, and have 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; Act or other applicable Law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against 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; ; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; ; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; ; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws Laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and ; (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge best knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, to the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 lawLaw. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to To the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) To the knowledge of the Company, the Company and Company Subsidiaries have complied in all material respects with all applicable Legal Requirements related to the employment of labor, including provisions thereof relating to wages, hours, equal employment opportunity, collective bargaining, non-discrimination, and withholding and payment of social security and other Taxes. There are no complaints, charges, lawsuits, arbitrations or other proceedings pending, or to the Company’s knowledge, threatened by or on behalf of any present or former employee of the Company or any Company Subsidiary alleging any claim for material damages including breach of any express or implied contract of employment, wrongful termination, infliction of emotional distress or violation of any federal, state or local statutes or regulations concerning terms and conditions of employment, including wages and hours, employee safety, termination of employment and/or workplace discrimination and harassment. Since January 1, 2005, neither the Company nor any Company Subsidiary has retaliated against any employee (i) who had previously submitted to his or her supervisor or anyone else in a position of authority with the Company or Company Subsidiary any written, or to the knowledge of the Company, oral complaint, concern or allegation regarding any alleged unlawful conduct by any of the Company, the Company Subsidiaries or their employees relating to accounting, internal accounting controls or auditing matters, or (ii) who, to the knowledge of the Company, has provided information to, or otherwise assisted any investigation by, any law enforcement, regulatory or other governmental authority or a member of the United States Congress. Except as set forth on Section 3.20(a) of the Disclosure ScheduleSchedule 3.16, (ix) there has been no labor union organizing or, to Company’s knowledge, attempting to organize any employees of Company or any Company Subsidiary into one or more collective bargaining units, (y) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, Company Subsidiary and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iiiz) neither the Company nor any of its Subsidiaries Company Subsidiary 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 Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not 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; (v) the Company and its Subsidiaries are, and have 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; (vi) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since December 31, 2005, neither the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there Company nor any Company Subsidiary has not been 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; Company Subsidiary, in each case in the United States 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 SubsidiariesCompany Subsidiary in the United States; nor has the Company or any of its Subsidiaries Company Subsidiary engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state state, or local law. Except as set forth in Section 3.20(b) of the Disclosure Schedule, law or regulation similar to the best Knowledge of the Company, none of the employees of WARN Act that is applicable to the Company or any of its Subsidiaries Company Subsidiary operating in the United States. To the Company’s knowledge, neither the Company’s nor any Company Subsidiary’s employees in the United States has suffered an "“employment loss" ” (as defined in the WARN Act) since three months in the ninety (90) days prior to the date of this Agreement. (c) Except as set forth on Schedule 3.16(c), the employment of each employee of the Company and its subsidiaries is terminable at will by the Company and/or its subsidiaries without penalty, liability or severance obligation incurred by the Company or any Company Subsidiary, except for statutory obligations or such severance obligations incurred in the ordinary course of business, and each independent contractor of the Company or any Company Subsidiary has been correctly classified as such, and the Company and any Company Subsidiary can have no liability as a result of any employee of such entity incorrectly being classified as an independent contractor or otherwise.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) There is no, and since January 1, 2003 there is no has been no, labor strike, dispute, slowdown, stoppage stoppage, or lockout pending, or, to actually pending or threatened or being carried out against the Knowledge Company or its Subsidiaries which may interfere with the respective business activities of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims unions claim to represent the any employees of the Company or any of its SubsidiariesSubsidiaries except, with respect to any employees who are employed outside of the United States, for such union representations which are not material; (iii) neither the Company nor 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 except, with respect to any such organization or association that represents employees of who are employed outside the United States, for such collective bargaining or similar agreements or work rules or practices which do not have and would not reasonably be expected to have, individually or in the aggregate, a Company or any of its SubsidiariesMaterial Adverse Effect; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and neither the Company does not nor any of its Subsidiaries have any Knowledge knowledge of any current union organizing activities among such employees except, with respect to any employees who are employed outside of the United States, for such union representations which are not material; (v) except as do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all obligations under any collective bargaining agreements to which the Company or any of its Subsidiaries are a party; and (vi) there has not occurred a substantial union organizing event at one or more facilities of the Company or its domestic Subsidiaries in respect of which there is a reasonable risk that such event would have a material adverse impact on the labor costs of the Company and its Subsidiaries, taken as a whole. (b) There are no material written personnel policies, collective bargaining agreements, rules or procedures applicable to employees of the Company or any of its Subsidiaries, nor does any question concerning representation exist concerning such employees; (vother than those set forth on Section 4.16(b) of the Company Disclosure Letter, true and correct copies of which have heretofore been made available to Buyer. The Company and its Subsidiaries areare (and since January 1, and 2003 have at all times been, ) in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining agreements, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined practices, except for such violations, if any, which do not have and would not reasonably be expected to have, individually or in the National Labor Relations Act; aggregate, a Company Material Adverse Effect. (vic) 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither Neither the Company nor any of its Subsidiaries has received notice of the intent of any federaleffectuated since June 1, state1998, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act ("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 SubsidiariesSubsidiaries in the United States; 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 SubsidiariesSubsidiaries in the United States; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations in the United States sufficient in number to trigger application of any similar state state, local or local law. Except as set forth in Section 3.20(bforeign Law. (d) of the Disclosure ScheduleSince June 1, to the best Knowledge of the Company1998, none of the employees of the Company or any of and its Subsidiaries has suffered an "employment loss" (as defined have been in material compliance with the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.22(a) of the Company Disclosure ScheduleSchedule and except to the extent that such matters would not result in a Material Adverse Effect on the Company, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge best knowledge of the Company, there are no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; (v) the Company and its Subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge best knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or or, to the Knowledge best knowledge of the Company Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. ; and (bxi) Since to the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except (x) as disclosed in the SEC Reports filed on or before the date hereof, (y) as set forth on Section 3.20(a3.13(a) of the Company Disclosure Schedule, and (z) for matters which would not (other than in the case of clause (iii) or (iv) of this sentence) result in a Material Adverse Effect: (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; ; (ii) to the Knowledge best knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; ; (iii) neither the Company nor 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; ; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; ; (v) the Company and its Subsidiaries are, and have 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; Act or other applicable Law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against 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; ; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; ; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; ; (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws Laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and ; (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge best knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, to the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 lawLaw. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to To the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a) of the Disclosure Schedule, (i) there There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge best knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiariessubsidiaries; (iii) neither the Company nor any of its Subsidiaries 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 Subsidiariessubsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any Knowledge knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiariessubsidiaries, nor does are there representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any question concerning representation exist concerning such employeesother labor relations tribunal; (v) the Company and its Subsidiaries subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries subsidiaries pending or, to the Knowledge knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (vii) there is no grievance with respect to or relating to the Company or any of its subsidiaries arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since To the knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (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 Subsidiariessubsidiaries; 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 Subsidiariessubsidiaries; nor has the Company or any of its Subsidiaries 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. Except as set forth in Section 3.20(b) of To the Disclosure Schedule, to the best Knowledge knowledge of the Company, none of the employees of the Company or any of its Subsidiaries subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.

Labor Relations and Employment. (a) Except as set forth on Section 3.20(a3.18(a) of the Disclosure ScheduleSchedule and except for matters which would not (other than in the case of clauses (i), (ii), (iii),(iv), (vi), (vii) and (ix) of this sentence) be reasonably likely to result in a Material Adverse Effect on the Company, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action; (ii) to the Knowledge knowledge of the Company, no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor 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; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any Knowledge 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; (v) the Company and its Subsidiaries are, and have 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 ActAct or other applicable law, ordinance or regulation; (vi) there is no unfair labor practice charge or complaint against 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; (vii) there is no grievance arising out of any collective bargaining agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; and (ix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; and (x) there are no complaints, lawsuits or other proceedings pending or to the Knowledge of the Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since Within the enactment of the Worker Adjustment and Retraining Notification ("WARN") Actpast five years , there has not been (i) a "plant closing" (as defined in the WARN Worker Adjustment and Retraining Notification ("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. Except as set forth in Section 3.20(b) of the Disclosure Schedule, to the best Knowledge of the Company, none None of the employees of the Company or any of its Subsidiaries has suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement.