Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. The Seller employs a total of approximately 335 employees and considers its employer-employee relationship with all such employees to be generally satisfactory. Except as set forth on Schedule 4.14 attached hereto, (a) the Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees; (b) 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 “severance pay” or any other payments; (c) the Seller is in substantial compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (d) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable state, local or foreign agency; (e) there is no labor strike, dispute, slowdown or stoppage actually pending or to Seller’s Knowledge threatened against or involving the Seller; (f) 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 the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been received by Seller or, to Seller’s Knowledge asserted; and (h) no collective bargaining agreement is currently being negotiated by the Seller.

Labor Relations; Employees. The (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 approximately 335 employees and considers its employer-employee relationship with all such employees to be generally satisfactoryany employees. Except as set forth on Schedule 4.14 attached heretoin Section 2.1(s) of the Seller Disclosure Schedule, (aA) the Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees; , (bB) upon termination of the employment of any said such employees, neither the Seller 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 “"severance pay” " or any other payments; , (c) the Seller is in substantial compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (dC) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable stateGovernmental Authority, local or foreign agency; (eD) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to Seller’s Knowledge the best knowledge of the Seller and each of the Partners, threatened against or involving the Seller; , (fE) no labor union has taken any action with respect to Seller’s Knowledge no representation question exists respecting organizing the employees of the Seller; , (gF) no neither any grievance which might have an adverse effect on the Seller or the conduct of the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been received by asserted against the Seller or, to Seller’s Knowledge asserted; and (hG) no collective bargaining 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 the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller is in violation of any term of any employment contract, patent disclosure agreement is currently being negotiated or any other contract or agreement relating to the relationship of such employee with the Seller or any other party because of the nature of the business conducted or proposed to be conducted by the SellerSeller or the execution and delivery of the Confidentiality Agreement by such employee.

Labor Relations; Employees. The Seller employs a total of approximately 335 119 employees and considers its employer-employee relationship with all such employees to be generally satisfactory. Except as set forth on Schedule 4.14 attached hereto, (a) the Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees; (b) 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 “severance pay” or any other payments; (c) the Seller is in substantial compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (d) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable state, local or foreign agency; (e) there is no labor strike, dispute, slowdown or stoppage actually pending or to Seller’s Knowledge threatened against or involving the Seller; (f) 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 the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been received by Seller or, to Seller’s Knowledge asserted; and (h) no collective bargaining agreement is currently being negotiated by the Seller.

Labor Relations; Employees. The Seller SELLER employs a total of -------------------------- approximately 335 employees and considers its employer-employee relationship with all such employees to be generally satisfactorythirty (30) employees. Except as set forth on Schedule 4.14 attached heretoin EXHIBIT N, (ai) the Seller is not delinquent --------- SELLER has paid in payments to any of its full to, or accrued on behalf of, all employees for any all wages, salaries, commissions, bonuses or and other direct compensation for any all services performed by them to the date hereof or thereof and all amounts required to be reimbursed to such employees; (bii) upon termination of the employment of any said employeesemployee, neither the 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 paymentspayments in excess of four (4) weeks compensation; (ciii) the Seller SELLER is in substantial compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (div) there is no unfair labor practice complaint pending against the Seller pending SELLER before the National Labor Relations Board or any comparable state, local or foreign agency; (ev) there is no labor strike, dispute, slowdown or stoppage actually pending or to Seller’s Knowledge threatened against or involving the SellerSELLER; (fvi) to Seller’s Knowledge no labor representation question exists is pending respecting the employees of the SellerSELLER; (gvii) no grievance which /s/ MW /s/ HW might have an adverse effect on the Seller SELLER or the conduct of the Business its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been received by Seller or, to Seller’s Knowledge asserted; asserted and (hviii) no collective bargaining agreement is currently being negotiated by the SellerSELLER.

Labor Relations; Employees. The Seller employs Schedule 3.1(p) contains a total true and complete list of approximately 335 employees and considers its employer-employee relationship with all such employees to be generally satisfactorythe persons employed by each Sellers in the Business as of the date hereof (the "Current Employees"). Except as set forth on Schedule 4.14 attached hereto3.1(p), (a) i)no material grievance or problem exists between any Seller and any of the Current Employees; (ii)no Seller is not delinquent in payments to any of its employees the Current Employees for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them to the date hereof or for amounts required to be reimbursed to such employeesthe Current Employees; (biii) upon termination of the employment of any said employeesof the Current Employees, neither none of the Seller nor 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 “"severance pay” " or any other payments; (civ) each of the Seller Sellers is in substantial compliance in all material respects with all federal, state, local and foreign laws and regulations Legal Requirements respecting labor, 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); (dv) there is no unfair labor practice complaint against any Seller relating to or arising out of the Seller conduct of the Business pending or, to the Best Knowledge of the Sellers, threatened before the National Labor Relations Board or any comparable state, local or foreign agency; (evi) there is no labor strike, dispute, slowdown or stoppage actually pending or or, to the Best Knowledge of the Seller’s Knowledge , threatened against or involving any Seller affecting the SellerBusiness; (fvii) to Seller’s Knowledge no representation question exists respecting regarding the employees of the SellerCurrent Employees; (gviii) no grievance which might have an adverse effect on the Seller or the conduct of the Business nor any and no arbitration proceeding arising out of or under collective bargaining agreements is actually pending and no claim Claim therefor has been received by Seller or, to Seller’s Knowledge asserted; and (hix) 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 SellerBuyer true and complete copies of all handbooks, manuals and other policies describing the employment policies with respect to the Business.

Labor Relations; Employees. The (i) Seller employs a total has paid in full or (subject to the provisions of approximately 335 employees and considers its employer-employee relationship with 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 such employees to be generally satisfactory. Except as set forth on Schedule 4.14 attached hereto, (a) the Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or bonuses, vacations, holiday pay and other direct and indirect compensation for any all services performed by them to employees through the date hereof or amounts required to be reimbursed to such employees; end of business on the Closing Date, (bii) upon termination of the employment of any said employees, neither the 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-so- called “"severance pay” " or any other payments; payments except as set forth in this Section 5.24 herein, (ciii) to the best knowledge and belief of Seller and Stockholders, Seller is in substantial material compliance with all federal, state, state and local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; , (div) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable stateBoard, local or foreign agency; (ev) there is no labor strike, known or suspected dispute, slowdown slowdown, stoppage or stoppage actually organizational attempt pending or to Seller’s Knowledge known or suspected, threatened against or involving the Seller; , (fvi) to Seller’s Knowledge the best knowledge and belief of Seller and Stockholders, no representation question or petitions for election of representatives exists respecting the employees of the Seller; , (gvii) no grievance which might have an adverse effect on the Seller or the conduct of the Business its business nor any arbitration proceeding arising out of or under any collective bargaining agreements agreement is pending pending, and no claim therefor has been received by Seller orasserted, to Seller’s Knowledge asserted; and (hviii) no collective bargaining agreement is currently being negotiated by the Seller.

Labor Relations; Employees. (i) The Seller employs a total Company has no dealings with any recognized unions and there are no collective agreements in place. No request has been made by any employee or otherwise for GMIL to recognize or negotiate with any trade union or other association to represent employees. There is no labor dispute or work stoppage pending or, to the Knowledge of approximately 335 Sellers, threatened against the Company. There is no unfair labor practice charge or complaint or other action against the Company pending or, to the Knowledge of Sellers, threatened before any local or foreign governmental authority or agency. During the past three years, there has been no labor strike or work stoppage actually pending or, to the Knowledge of Sellers, threatened against or affecting the Company, no question concerning representation is pending or, to the Knowledge of Sellers, threatened respecting employees of the Company, and considers its employer-employee relationship no written grievance is pending. The Company has complied with all such 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 be generally satisfactoryterminate his, her or their employment, and the Company has no present intention to terminate the employment of any employee. Except as set forth on Schedule 4.14 attached hereto, (aSection 2.1(o)(i) the Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees; (b) upon termination of the employment of any said employeesDisclosure Schedule, 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 “severance pay” there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or any other payments; (c) the Seller is in substantial compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours; (d) there is no unfair labor practice complaint against the Seller grievances that are pending before the National Labor Relations Board or any comparable state, local or foreign agency; (e) there is no labor strike, dispute, slowdown or stoppage actually pending or to Seller’s Knowledge threatened against or involving the Seller; (f) 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 the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been received by Seller or, to Seller’s the Knowledge asserted; and (h) no collective bargaining agreement is currently being negotiated 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 Sellerforegoing, 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.