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.

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.

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 (xi) there has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and Retraining Notification Act or any similar state or local "plant closing" law with respect to the current or former employees of the Company and its Subsidiaries.

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.

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.

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.

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.

Labor Relations and Employment. (a) Except as to the extent set forth on Section 3.20(a) of in the Allied Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the Knowledge of Allied or of any of the CompanyAllied Subsidiaries, threatened against the Company or affecting Allied or any of its the Allied Subsidiaries, and during the past three years since January 1, 1993 there has not been any such action; (ii) to the Knowledge of Allied or of any of the CompanyAllied Subsidiaries, no union claims to represent the employees of the Company Allied or any of its the Allied Subsidiaries, there are no current union organizing activities among the employees of Allied or of any of the Allied Subsidiaries and Allied has not received notice of any unfair labor practice complaint or charge against it pending before the National Labor Relations Board; (iii) neither the Company Allied nor any of its the Allied Subsidiaries is a party to or is 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 the Company Allied or of any of its SubsidiariesAllied Subsidiary; (iv) none of the there are no written personnel policies, rules or procedures applicable to employees of the Company Allied 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 Allied Subsidiaries, nor does any question concerning representation exist concerning such employeesother than those set forth in the Allied Disclosure Schedule; and (v) the Company and its Subsidiaries are, and have at all times been, Allied is in material compliance with all applicable laws Laws respecting employment and employment practices, terms and conditions of employment, wages, wages and hours except for claims that could give rise to a liability of work and occupational safety and health, and are not engaged in less than $25,000. The Allied Disclosure Schedule sets forth all the employment agreements to which Allied or any unfair labor practices Allied Subsidiary is a party. Such agreements accurately set forth all compensation which Allied or any Allied Subsidiary is legally obligated to pay each such person. Except as defined set forth in the National Labor Relations Act; (vi) there is Allied Disclosure Schedule, no unfair labor practice charge employee, officer, director or complaint against the Company independent contractor of Allied or any Allied Subsidiary is entitled to any 51 56 payment of its Subsidiaries pending or, money or other thing of value or will receive any rights with respect to the Knowledge capital stock of Allied as a result of this Agreement. Except as set forth in the Allied Disclosure Schedule, none of the Companytransactions contemplated by this Agreement shall constitute a triggering event under any employment, threatened before the National Labor Relations Board severance or any similar state or foreign agency; (vii) there is no grievance arising out of any collective bargaining termination agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company compensation arrangement or any plan currently in effect which (either alone or upon the occurrence of its Subsidiaries are pending before the Equal Employment Opportunity Commission any additional or subsequent event) is reasonably likely to result in any payment, acceleration, vesting or increase in benefits to any current or former officer, employee, director or independent contractor of Allied or any other agency responsible for the prevention of unlawful employment practices; Allied Subsidiary and which would constitute an "excess parachute payment" (ixas such term is defined in Section 280G(b)(1) 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 relationshipCode).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 (xi) to the best knowledge of the Company, since the enactment of the Worker Adjustment and Retraining Notification ("WARN") Act, there has not been (i)

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.

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.

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.Employment

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; (i) no pending or, to Seller's Knowledge, threatened lawsuits, administrative proceedings or investigations between Seller and/or its Affiliates, on the one hand, 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 current or former employee directors or officers of Seller and/or its Affiliates, or Employees, on the Company or any of its Subsidiaries alleging breach of any express or implied contract of employmentother hand, including without limitation, any law or regulation governing employment or the termination thereof or other discriminatoryclaims for wrongful termination, wrongful or tortious conduct in connection with the employment relationship.breach

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 Applicable Entities, other than those of NW Mutual. Except as set forth in SECTION 3.13 of the Disclosure Schedule, no employee, officer, director, or independent contractor of any of its Subsidiaries; (iv) the Applicable Entities is entitled to any payment of money or other thing of value or will receive any rights with respect to the capital stock of any of the Applicable Entities as a result of this Agreement. Except as set forth in SECTION 3.13 of the Disclosure Schedule, none of the employees of the Company or transactions contemplated by this Agreement shall constitute a triggering event under 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, wagesseverance, 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 termination agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company compensation arrangement or any plan currently in effect which (either alone or upon the occurrence of its Subsidiaries are pending before the Equal Employment Opportunity Commission any additional or subsequent event) would result in any other agency responsible for the prevention payment, acceleration, vesting, or increase in benefits to any current or former officer, employee, director, or independent contractor of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice the Applicable Entities which would constitute an "excess parachute payment" (as such term is defined in Section 280G(b)(1) 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 relationshipCode).

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.

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 the such employees except, with respect to any employees who are employed outside of the Company or any of its SubsidiariesUnited States, nor does any question concerning representation exist concerning for such employeesunion 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, and have at all times been, are 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 obligations under any collective bargaining agreement or other grievance procedure; (viii) no charges with respect agreements to or relating to which 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 progressa party; and (xvi) there are no complaints, lawsuits has not occurred a substantial union organizing event at one 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 more facilities of the Company or any 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 alleging breach of any express or implied contract of employmentSubsidiaries, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiptaken as a whole.

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 resolved would individually or in the aggregate, would have a Material Adverse Effect; and (x) no employee of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing the Company has suffered an "employment or loss" (as defined in the termination thereof or other discriminatory, wrongful or tortious conduct in connection with Worker Adjustment and Restraining Notification Act) during the employment relationshipninety (90) days prior to the date hereof.

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.

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.

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.

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 Applicable Entities. Except as set forth in Section 3.13 of the Disclosure Schedule, no employee, officer, director, or independent contractor of any of its Subsidiaries; (iv) the Applicable Entities is entitled to any payment of money or other thing of value or will receive any rights with respect to the capital stock of any of the Applicable 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 of the Company or transactions contemplated by this Agreement shall constitute a triggering event under 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, wagesseverance, 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 termination agreement or other grievance procedure; (viii) no charges with respect to or relating to the Company compensation arrangement or any plan currently in effect which (either alone or upon the occurrence of its Subsidiaries are pending before the Equal Employment Opportunity Commission any additional or subsequent event) would result in any other agency responsible for the prevention payment, acceleration, vesting, or increase in benefits to any current or former officer, employee, director, or independent contractor of unlawful employment practices; (ix) neither the Company nor any of its Subsidiaries has received notice the Applicable Entities which would constitute an “excess parachute payment” (as such term is defined in Section 280G(b)(1) 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 relationshipCode).

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 (xi) there has been no

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.

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.