Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. Seller employs a total of 13 employees, and enjoys a good employer-employee relationship with all such employees. Except as set forth in Schedule 4(u), (i) as of the Effective Xxxx Xxxxxx has paid in full to all employees all wages, salaries, holiday pay, commissions, bonuses and other direct compensation for all services performed by them, (ii) upon termination of the employment of any said employees, neither Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any of said employees for so‑called “severance pay” or any other payments, (iii) Seller 2.1 is in substantial compliance with all Federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (iv) there is no unfair labor practice complaint against Seller pending before the National Labor Relations Board; (v) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of the Seller or the Shareholder, threatened against or involving the Seller; (vi) no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreement is pending and no claim therefore has been asserted; (vii) no collective bargaining agreement is currently being negotiated by Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employment.

Labor Relations; Employees. Seller employs a total To the best of 13 employeesHoldings' and Seller's knowledge, and enjoys a good employer-employee relationship with all such employees. Except except as set forth in Schedule 4(u)Exhibit J, (i1) as of the Effective Xxxx Xxxxxx Seller has paid in full to to, or accrued on behalf of, all employees all wages, salaries, holiday pay, commissions, bonuses and other direct compensation for all services performed by them, them to the date hereof and all amounts required to be reimbursed to such employees; (ii2) upon termination of the employment of any said employeesemployee, neither Seller nor the Buyer will not, by reason of anything done prior to the Closing Closing, be liable to any of said employees employee for so‑called “"severance pay” " or any other payments, payments except for accrued vacation pay; (iii3) Seller 2.1 Seller is in substantial compliance with all Federalfederal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (iv4) there is no unfair labor practice complaint pending against Seller pending before the National Labor Relations BoardBoard or any comparable state, local or foreign agency; (v5) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of the Seller or the Shareholder, threatened against or involving the Seller; (vi6) no labor representation question is pending respecting the employees of Seller; (7) no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreement agreements is pending and no claim therefore therefor has been asserted; and (vii) 8) no collective bargaining agreement is currently being negotiated by Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employment.

Labor Relations; Employees. The Seller employs a total of 13 employees, approximately 119 employees and enjoys a good considers its employer-employee relationship with all such employeesemployees to be generally satisfactory. Except as set forth in on Schedule 4(u)4.14 attached hereto, (ia) as the Seller is not delinquent in payments to any of the Effective Xxxx Xxxxxx has paid in full to all its employees all for any wages, salaries, holiday pay, commissions, bonuses and or other direct compensation for all any services performed by them, them to the date hereof or amounts required to be reimbursed to such employees; (iib) upon termination of the employment of any said employees, neither the Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any of said employees for so‑called so-called “severance pay” or any other payments, ; (iiic) Seller 2.1 the Seller is in substantial compliance with all Federalfederal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (ivd) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations BoardBoard or any comparable state, local or foreign agency; (ve) there is no labor strike, dispute, slowdown or stoppage actually pending or, or to the knowledge of the Seller or the Shareholder, Seller’s Knowledge threatened against or involving the Seller; (vif) to Seller’s Knowledge no representation question exists respecting the employees of the Seller; (g) no grievance which might have an adverse effect on the Seller or the conduct of its business the Business nor any arbitration proceeding arising out of or under collective bargaining agreement agreements is pending and no claim therefore therefor has been received by Seller or, to Seller’s Knowledge asserted; and (viih) no collective bargaining agreement is currently being negotiated by the Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employment.

Labor Relations; Employees. (i) Section 2.1(s) of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs a total of 13 employees, and enjoys a good employer-employee relationship with all such any employees. Except as set forth in Schedule 4(u)Section 2.1(s) of the Seller Disclosure Schedule, (iA) as the Seller is not delinquent in payments to any of the Effective Xxxx Xxxxxx has paid in full to all its employees all for any wages, salaries, holiday pay, commissions, bonuses and or other direct compensation for all any services performed by themthem to date or amounts required to be reimbursed to such employees, (iiB) upon termination of the employment of any said such employees, neither Seller the Seller, nor the Buyer will by reason of anything done prior to the Closing be liable to any of said such employees for so‑called “so-called "severance pay” " or any other payments, (iii) Seller 2.1 is in substantial compliance with all Federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ivC) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board; Board or any comparable Governmental Authority, (vD) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Seller or and each of the ShareholderPartners, threatened against or involving the Seller; , (viE) no labor union has taken any action with respect to organizing the employees of the Seller, (F) neither any grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreement agreements is pending and no claim therefore therefor has been asserted; asserted against the Seller and (viiG) no collective bargaining agreement is currently being negotiated by Seller; employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and (viii) the Seller has no liability reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for unpaid leave timeat least ninety (90) days after the Closing. No employee of the Seller is in violation of any term of any employment contract, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, patent disclosure agreement or any other unpaid claim contract or agreement relating to the relationship of such employee with the Seller or any other party because of the nature arising out of employmentthe business conducted or proposed to be conducted by the Seller or the execution and delivery of the Confidentiality Agreement by such employee.

Labor Relations; Employees. Seller employs a total of 13 employees, and enjoys a good employer-employee relationship with all such employees. Except as set forth in Schedule 4(u), (i) as of the Effective Xxxx Xxxxxx Seller has paid in full or (subject to all employees the provisions of Section 4.06) will have provided for the payment of same to the extent required by law that may properly accrue as of the date of Closing, all wages, salaries, holiday pay, commissions, bonuses bonuses, vacations, holiday pay and other direct and indirect compensation for all services performed by thememployees through the end of business on the Closing Date, (ii) upon termination of the employment of any said employees, neither Seller nor the Buyer will not by any reason of or anything done prior to or simultaneously with the Closing be liable to any of said employees for so‑called “so- called "severance pay” " or any other paymentspayments except as set forth in this Section 5.24 herein, (iii) Seller 2.1 to the best knowledge and belief of Seller and Stockholders, Seller is in substantial material compliance with all Federalfederal, state, state and local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; , (iv) there is no unfair labor practice complaint against Seller pending before the National Labor Relations Board; , (v) there is no labor strike, known or suspected dispute, slowdown slowdown, stoppage or stoppage actually organizational attempt pending or, to the knowledge of the Seller or the Shareholderknown or suspected, threatened against or involving the Seller; , (vi) to the best knowledge and belief of Seller and Stockholders, no representation question or petitions for election of representatives exists respecting the employees of Seller, (vii) no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending pending, and no claim therefore therefor has been asserted; , and (viiviii) no collective bargaining agreement is currently being negotiated by Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employment.

Labor Relations; Employees. The Seller employs a total of 13 employees, approximately 335 employees and enjoys a good considers its employer-employee relationship with all such employeesemployees to be generally satisfactory. Except as set forth in on Schedule 4(u)4.14 attached hereto, (ia) as the Seller is not delinquent in payments to any of the Effective Xxxx Xxxxxx has paid in full to all its employees all for any wages, salaries, holiday pay, commissions, bonuses and or other direct compensation for all any services performed by them, them to the date hereof or amounts required to be reimbursed to such employees; (iib) upon termination of the employment of any said employees, neither the Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any of said employees for so‑called so-called “severance pay” or any other payments, ; (iiic) Seller 2.1 the Seller is in substantial compliance with all Federalfederal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (ivd) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations BoardBoard or any comparable state, local or foreign agency; (ve) there is no labor strike, dispute, slowdown or stoppage actually pending or, or to the knowledge of the Seller or the Shareholder, Seller’s Knowledge threatened against or involving the Seller; (vif) to Seller’s Knowledge no representation question exists respecting the employees of the Seller; (g) no grievance which might have an adverse effect on the Seller or the conduct of its business the Business nor any arbitration proceeding arising out of or under collective bargaining agreement agreements is pending and no claim therefore therefor has been received by Seller or, to Seller’s Knowledge asserted; and (viih) no collective bargaining agreement is currently being negotiated by the Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employment.

Labor Relations; Employees. Seller employs Schedule 3.1(p) contains a total true and complete list of 13 employees, and enjoys a good employer-employee relationship with all such employeesthe persons employed by each Sellers in the Business as of the date hereof (the "Current Employees"). Except as set forth in on Schedule 4(u3.1(p), (i) as i)no material grievance or problem exists between any Seller and any of the Effective Xxxx Xxxxxx has paid Current Employees; (ii)no Seller is delinquent in full payments to all employees all any of the Current Employees for any wages, salaries, holiday pay, commissions, bonuses and or other direct or indirect compensation for all any services performed by them, them to the date hereof or for amounts required to be reimbursed to the Current Employees; (iiiii) upon termination of the employment of any said employeesof the Current Employees, neither Seller nor none of the Sellers or the Buyer will by reason of anything done prior to the Closing Closing, or by reason of the consummation of the transactions contemplated hereby, be liable for any excise taxes pursuant to Section 4980B of the Code or to any of said employees the Current Employees for so‑called “so-called "severance pay” " or any other payments, ; (iiiiv) Seller 2.1 each of the Sellers is in substantial compliance in all material respects with all FederalLegal Requirements respecting labor, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hourshours (including, without limitation, all Legal Requirements promulgated by the Equal Employment Opportunity Commission and the Department of Labor under the Occupational Safety Hazards Act and the Worker Adjustment and Retraining Notification Act); (ivv) there is no unfair labor practice complaint against any Seller relating to or arising out of the conduct of the Business pending or, to the Best Knowledge of the Sellers, threatened before the National Labor Relations BoardBoard or any comparable state, local or foreign agency; (vvi) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge Best Knowledge of the Seller or the ShareholderSeller, threatened against or involving any Seller affecting the SellerBusiness; (vivii) no representation question exists regarding the Current Employees; (viii) no grievance which might have an adverse effect on Seller or the conduct of its business nor any and no arbitration proceeding arising out of or under collective bargaining agreement agreements is actually pending and no claim therefore Claim therefor has been asserted; and (viiix) no collective bargaining agreement or other contract with or commitment to any labor union is in effect or currently being negotiated by any Seller; . The Sellers have delivered to the Buyer true and (viii) Seller has no liability for unpaid leave timecomplete copies of all handbooks, contribution manuals and other policies describing the employment policies with respect to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employmentthe Business.

Labor Relations; Employees. Seller employs a total of 13 employees, and enjoys a good employer-employee relationship with all such employees. Except as set forth in Schedule 4(u), (i) as of the Effective Xxxx Xxxxxx The Company has paid no dealings with any recognized unions and there are no collective agreements in full place. No request has been made by any employee or otherwise for GMIL to all employees all wagesrecognize or negotiate with any trade union or other association to represent employees. There is no labor dispute or work stoppage pending or, salaries, holiday pay, commissions, bonuses and other direct compensation for all services performed by them, (ii) upon termination of the employment of any said employees, neither Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any Knowledge of said employees for so‑called “severance pay” or any other paymentsSellers, (iii) Seller 2.1 is in substantial compliance with all Federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (iv) there threatened against the Company. There is no unfair labor practice charge or complaint or other action against Seller the Company pending or, to the Knowledge of Sellers, threatened before any local or foreign governmental authority or agency. During the National Labor Relations Board; (v) past three years, there is has been no labor strike, dispute, slowdown strike or work stoppage actually pending or, to the knowledge Knowledge of the Seller or the ShareholderSellers, threatened against or involving affecting the SellerCompany, no question concerning representation is pending or, to the Knowledge of Sellers, threatened respecting employees of the Company, and no written grievance is pending. The Company has complied with all material legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. To the Knowledge of the Sellers, as of the date of execution of this Agreement, the Company has not received any notice of inspection or inquiry pursuant to the Safety Health in Industry Acts 1955 and 1980, or the Safety Health and Welfare at Work Xxx 0000 (“SHW Act”) and all regulations, directions, notices and orders made/served thereunder, and since September 7, 2007, has complied with any relevant codes of practice issued by the Health and Safety Authority pursuant to the SHW Act, except to the extent that non-compliance could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Sellers, as of the date of execution of this Agreement, no executive or key employee of the Company has provided written notice of his or her intention to terminate employment with the Company or to terminate his or her employment upon or in connection with the transactions contemplated by this Agreement. To the Knowledge of the Sellers, as of the date of execution of this Agreement, no management employee of the Company and no group of employees of the Company has any plans to terminate his, her or their employment, and the Company has no present intention to terminate the employment of any employee. Except as set forth on Section 2.1(o)(i) of the Disclosure Schedule, there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances that are pending or, to the Knowledge of the Sellers as of the date of execution of this Agreement, threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, or other person performing services, or any class of the foregoing, whether in the form of claims in respect of employment discrimination, harassment, victimization, unfair/wrongful dismissal, breach of contract, unfair business practice, unfair labor practices, wages, work hours, tort, unfair competition or otherwise. (ii) The Company has delivered or made available to Buyer or its Representatives: (A) true and complete copies (including all amendments thereto) of each pension, retirement, savings, deferred compensation, and profit-sharing plan (including any trust, custodial, recordkeeping, service or insurance agreements thereunder) and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, vacation policies, holiday pay policies, severance pay policies, sick or personal pay policies, incentive bonus programs, company car policies and service award policies, or other similar plans or arrangements, under which the Company has any current or future obligation or liability (the term “plan” shall include any contract, agreement, policy or understanding, each such plan being hereinafter referred to individually as a “Plan”); (B) [reserved]; (C) any correspondence from or to any other Governmental Authority during the last three (3) years relating to such Plan(s); (D) a list of all such Plan(s) and arrangements is set forth on the attached Section 2.1(o)(ii)(D) of the Disclosure Schedule; and (E) true and complete copies of each employment agreement with respect to individuals to which the Company is a party and amendments thereto (other than employment or similar agreements entered into with non-United States residents in the ordinary course of business in compliance with statutory requirements of the applicable laws of the country of such person’s residence or employment). (iii) There are no lawsuits, actions, claims, investigations or legal or administrative or arbitration proceedings (other than routine claims for benefits) pending or, to the Knowledge of Sellers, threatened, with respect to any Plan. With respect to each Plan, all contributions (including employee salary reduction contributions) and all material insurance premiums that have become due have been or will be paid in accordance with past practice and applicable law. Each Plan which requires approval under the Taxes Consolidation Act, 1997 has been approved and to the Knowledge of Sellers no event or circumstance exists that would reasonably result in revocation of such approval. (iv) There are no outstanding options for or awards related to Shares and no such options or awards, payments with respect to such options or awards, or rights to be granted such options or awards shall be outstanding upon the Closing. (v) With respect to any Person who is a current or former employee or independent contractor of the Company, the purchase and sale contemplated hereunder will not by itself or in combination with the voluntary or involuntary termination of the employment or other relationship between such Person and the Company (without regard to whether such termination has occurred or may occur) (i) cause any Plan to increase benefits payable to such Person or his/her beneficiary, (ii) entitle such Person or his/her beneficiary to severance pay, unemployment compensation or any other payment, benefit or award from the Company, or (iii) accelerate or modify the time of payment or vesting, or increase the amount of any benefit, award or compensation due such Person or his/her beneficiary. (vi) no grievance which might have an adverse effect on Seller or To the conduct Knowledge of Sellers, the Company has complied with all of its business nor any arbitration proceeding arising out of or obligations under collective bargaining agreement the Pensions Xxx 0000 and each Plan which is pending and no claim therefore subject to the Pensions Act has been asserted; (vii) no collective bargaining agreement is currently being negotiated by Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employmentoperated in compliance with that Act.

Labor Relations; Employees. Seller SELLER employs a total of 13 employees, and enjoys a good employer-employee relationship with all such -------------------------- approximately thirty (30) employees. Except as set forth in Schedule 4(u)EXHIBIT N, (i) as of the Effective Xxxx Xxxxxx --------- SELLER has paid in full to to, or accrued on behalf of, all employees all wages, salaries, holiday pay, commissions, bonuses and other direct compensation for all services performed by them, them to the date thereof and all amounts required to be reimbursed to such employees; (ii) upon termination of the employment of any said employeesemployee, neither Seller nor the Buyer SELLER will not, by reason of anything done prior to the Closing Closing, be liable to any of said employees employee for so‑called “"severance pay” " or any other payments, payments in excess of four (4) weeks compensation; (iii) Seller 2.1 SELLER is in substantial compliance with all Federalfederal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (iv) there is no unfair labor practice complaint pending against Seller pending SELLER before the National Labor Relations BoardBoard or any comparable state, local or foreign agency; (v) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of the Seller or the Shareholder, threatened against or involving the SellerSELLER; (vi) no labor representation question is pending respecting the employees of SELLER; (vii) no grievance which /s/ MW /s/ HW might have an adverse effect on Seller SELLER or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreement agreements is pending and no claim therefore therefor has been asserted; asserted and (viiviii) no collective bargaining agreement is currently being negotiated by Seller; and (viii) Seller has no liability for unpaid leave time, contribution to any welfare fund for sick benefits or otherwise on behalf of its employees, pending or threatened workmen’s compensation cases, or any other unpaid claim of any nature arising out of employmentSELLER.