Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. Except as set forth on Schedule 4.11, no Seller is a party to a collective bargaining agreement governing the terms or conditions of employment for any Employees. Except as set forth in Schedule 4.18(b), to the Knowledge of Sellers, there is not now nor has there been since December 31, 1999 any actual or threatened: (i) unfair labor practice charge or complaint involving any Employee pending before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) grievance or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of or under any collective bargaining agreement pending before any Governmental Authority involving any Employee, (iv) union organizing of any of the Employees; (v) labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has paid in full to all of its Employees providing services to the System all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees. Except as set forth in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any of the Employees for purposes of collective bargaining, no union claims to represent or is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union for the purposes of collective bargaining for any of the Employees. Schedule 4.18(e) includes a complete list of all Employees, along with their respective job titles, dates of hire and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003.

Labor Relations; Employees. (a) Except as set forth on Schedule 4.11, no Seller is a party to a collective bargaining agreement governing the terms or conditions of employment for any Employees. . (b) Except as set forth in Schedule 4.18(b), to the Knowledge of Sellers, there is not now nor has there been since December 31, 1999 any actual or threatened: (i) unfair labor practice charge or complaint involving any Employee pending before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) grievance or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of or under any collective bargaining agreement pending before any Governmental Authority involving any Employee, (iv) union organizing of any of the Employees; (v) labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. . (c) Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has paid in full to all of its Employees providing services to the System all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees. . (d) Except as set forth in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any of the Employees for purposes of collective bargaining, no union claims to represent or is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union for the purposes of collective bargaining for any of the Employees. . (e) Schedule 4.18(e) includes a complete list of all Employees, along with their respective job titles, dates of hire and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003.

Labor Relations; Employees. Except as set forth on Schedule 4.11(a) The Buyer is not in violation of any federal, no Seller state or other applicable Law respecting employment, social security or employment practices relating to its own employees or to the employees of any of its subcontractors. (b) The Buyer is a party not materially delinquent in payments to a collective bargaining agreement governing the terms or conditions any of employment its employees for any Employees. Except as set forth in Schedule 4.18(b)wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Knowledge of Sellers, there is not now nor has there been since December 31, 1999 any actual date hereof or threatened: (i) unfair labor practice charge or complaint involving any Employee pending before the National Labor Relations Board, any state labor relations board or any court or tribunalamounts required to be reimbursed to such employees, (ii) grievance or other claim involving any Employee there is no unfair labor practice complaint against the Buyer pending before any Governmental Authority, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of the Buyer, threatened against or involving the Buyer, (iv) the Buyer is not a party to or bound by any collective bargaining agreement and neither any grievance nor any arbitration proceeding arising out of or under any a collective bargaining agreement is pending before any Governmental Authority involving any Employeeand, (iv) union organizing of any to the knowledge of the Employees; Buyer, no such claim has been asserted, (v) no labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any union currently represents the employees of the Employees; Buyer and, to the knowledge of the Buyer, no labor union has taken any action with respect to organizing the employees of the Buyer, (vi) allegations no key employee has informed the Buyer that such employee will or investigations relating to may terminate his or her employment or engagement with the misclassification of any of the Employees as independent contractors; or Buyer and (vii) any obligation on except as otherwise described in this Agreement, there are no payments of benefits to the part employees of any Seller the Buyer above or different from the System statutory benefits corresponding under the applicable labor law. (c) The Buyer has filed or caused to comply with government contractor affirmative action obligations arising out be filed all social security returns required under the statutes, rules or regulations of any System Contractsthe jurisdiction of its incorporation and all other applicable jurisdictions. Except with respect All amounts shown in said returns to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has be due and all additional demands received prior to the date hereof have been paid in full due time and all withholdings required to all of its Employees providing services be made prior to the System all wages, salaries, commissions, bonuses, benefits date hereof have been duly made and other compensation paid in due and payable to such Employeestime. Except The amounts set up as set forth accruals for social security contributions in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any of the Employees for purposes of collective bargaining, no union claims to represent or is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union Financial Statements are sufficient for the purposes of collective bargaining for any of the Employees. Schedule 4.18(e) includes a complete list payment of all Employees, along with their respective job titles, dates of hire accrued and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003not yet paid amounts.

Labor Relations; Employees. Except as set forth on Schedule 4.11FLS has no employees. To the Knowledge of -------------------------- Seller, no Seller is a party to a collective bargaining agreement governing the terms or conditions of employment for any Employees. Except except as set forth in Schedule 4.18(b)2.21, to the Knowledge of Sellersother than amounts which have not ------------- yet become payable in accordance with AmeriSteel's customary practices, there is not now nor has there been since December 31, 1999 any actual or threatened: (i) unfair labor practice charge or complaint involving any Employee pending before the National Labor Relations Board, any state labor relations board or any court or tribunalwhich will be paid in a timely manner, (iia) grievance or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of or under any collective bargaining agreement pending before any Governmental Authority involving any Employee, (iv) union organizing of any of the Employees; (v) labor strike, picketing, work slowdown, lockout or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller AmeriSteel has paid in full to all of its Employees providing services to the System full and part-time employees all wages, salaries, commissions, bonuses, benefits bonuses and other direct compensation due for all services performed by them to date, and payable (b) AmeriSteel has paid, or will pay in a timely manner, all severance pay, if any, and benefits, FICA, withholding taxes and vacation pay, if any, for all of its employees and is not subject to such Employeesany claim for non-payment or non-performance of any of the foregoing. To the Knowledge of Seller, except as set forth in Schedule 2.21, ------------- AmeriSteel is in compliance with all federal, state and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours. To the Knowledge of Seller, except as set forth in Schedule 2.21, AmeriSteel has not improperly characterized as an ------------- independent contractor or consultant, any individual who should have been treated as an employee of AmeriSteel for tax withholding or any other purpose. To the Knowledge of Seller, except as set forth in Schedule 2.21, there is no ------------- unfair labor practice complaint against AmeriSteel pending before the National Labor Relations Board or any comparable state or local agency. To the Knowledge of Seller, except as set forth in Schedule 2.21, there is no labor strike, ------------- dispute, slowdown or stoppage pending, or to the Knowledge of Seller, threatened, against or involving AmeriSteel. To the Knowledge of Seller, except as set forth on Schedule 2.21 no grievance which might have an adverse ------------- effect on AmeriSteel or the conduct of its business or proceeding alleging discriminatory practices or sexual harassment is pending and no claim therefor has been asserted. Except as set forth in on Schedule 4.18(d)2.21, currently, and within to the past five yearsKnowledge of ------------- Seller, no union has been collective bargaining representative is certified to represent any group of employees of AmeriSteel under the Labor-Management Relations Act of 1947; no petition for election of a collective bargaining representative for all or any portion of the Employees for purposes business of AmeriSteel is pending or in respect of any other group of employees; there is no organizational effort or campaign by any labor union that affects or might affect employment of any employee of AmeriSteel; and AmeriSteel is not a party to any collective bargaining, no union claims bargaining agreement with respect to represent or is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union for the purposes of collective bargaining for any of the Employees. Schedule 4.18(e) includes a complete list of all Employees, along with their respective job titles, dates of hire and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003its employees.

Labor Relations; Employees. Except as set forth on Schedule 4.11(a) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, no Seller is a party to a collective bargaining agreement governing the terms or and conditions of employment, wages, hours or work, employment for any Employees. Except as set forth in Schedule 4.18(b)standards, to the Knowledge of Sellershuman rights, there pay equity, privacy, workers compensation, workplace safety and insurance, labor relations and occupational safety and health, and is not now nor has there been since December 31engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, 1999 any actual except for failures to comply which would not, individually or threatened: (i) in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no material unfair labor practice charge or complaint involving against the Company or any Employee of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board, any state labor relations board Board or any court similar state, provincial or tribunalforeign agency. As of the date hereof, there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement. As of the date hereof, there are no union organizing activities among the employees of the Company or any of its Subsidiaries. All current assessments under workers compensation or workplace safety and insurance Laws have been paid or accrued by the Company and its Subsidiaries and each of the Company and its Subsidiaries has not been and is not subject to any material special or penalty assessment under such legislation that has not been paid. Neither the Company nor any Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the last six months that remains unsatisfied. Neither the Company nor any Subsidiary has any direct or indirect material liability, whether absolute or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. (b) Section 4.14(b) of the Disclosure Schedule contains a list, as of the date hereof, of each pension, profit-sharing, savings or other retirement, compensation, employment, individual consulting, change in control, termination, deferred compensation, stock option, stock appreciation, stock purchase, performance share or other equity-based compensation, bonus or other incentive compensation, severance or termination pay, health, disability and group insurance or benefit plan, program, agreement or arrangement, as well any other “employee benefit plan” (within the meaning of section 3(3) of ERISA), whether or not subject to ERISA, whether formal or informal, oral or written, that the Company and its Subsidiaries sponsor, maintain, or contribute to, or with respect to which the Company and its Subsidiaries have or will have any liability or contingent liability, with respect to current or former employees, directors or individual consultants of the Company and its Subsidiaries (each such plan, program, agreement or arrangement, a “Plan”). (c) The Company has made available to Buyer or Buyer’s counsel with respect to each Plan (other than a “multiemployer plan” within the meaning of section 3(37) of ERISA (each such plan, a “Multiemployer Plan”)) (i) a true and complete copy of each Plan and all amendments thereto; (ii) grievance the most recent IRS determination or other claim involving any Employee pending before any Governmental Authorityopinion letter (if any), and the most recent Form 5500 annual report (if any), and all schedules thereto, required to be filed in connection with such Plan; (iii) arbitration proceeding arising out all financial and accounting statements and reports for each of the last three years and all reports, statements, valuations, returns and correspondence for each of the last three years which affect premiums, contributions, refunds, deficits or reserves under any collective bargaining agreement pending before any Plan (whether or not filed with a Governmental Authority involving any Employee, Entity); (iv) union organizing of any of the Employeescurrent summary plan description and all other material written communications by the Company or its Subsidiaries to employees concerning benefits provided under a Plan; (v) labor strikefor the last three years, picketing, work slowdown, lockout or other labor dispute involving or concerning all correspondence with any of the EmployeesGovernmental Entity regarding a Plan; (vi) allegations or investigations the three most recent annual information returns; (vii) all trust agreements, funding agreements, insurance contracts and policies, investment management agreements, subscription and participation agreements, benefit administration contracts, and any financial administration contracts; and (viii) all legal opinions, consultants’ reports and correspondence relating to the misclassification administration or funding of any Plan or the use of funds held thereunder. (d) Each Plan (other than a Multiemployer Plan) that is intended to be “qualified” within the meaning of section 401(a) of the Code is so qualified and has received a favorable determination or opinion letter from the IRS that remains in effect on the date hereof and, to the knowledge of the Company, no event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. With respect to each Plan (other than a Multiemployer Plan), all reports, returns, notices and other documentation that are required to have been filed with or furnished to any Governmental Entity, or to the participants or beneficiaries of such Plan have been filed or furnished on a timely basis. All contributions or premium payments required to have been made by the Company, any of its Subsidiaries or any ERISA Affiliate under the terms of any Plan, or in accordance with applicable Law, have been timely made or reflected on the Company’s financial statements in accordance with GAAP. None of Company, its Subsidiaries or, to the knowledge of Company, any other disqualified person or party in interest (as such terms are defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction, act or omission to act in connection with any Plan that could reasonably be expected to result in the imposition of a penalty or fine pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code. No individual who has performed services for the Company or any Subsidiary has been improperly excluded from participation in any Plan. (e) No Plan (including, for such purpose, any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is sponsored by an ERISA Affiliate of the Company or its Subsidiaries or which was sponsored by the Company, any of its Subsidiaries or any ERISA Affiliate thereof within the preceding three years or with respect to which any of the Employees as independent contractorsCompany, its Subsidiaries and their respective ERISA Affiliates has, or within the preceding three years, had any liability, whether contingent or otherwise) is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA (each such Plan (other than a Multiemployer Plan), a “Title IV Plan”). No Title IV Plan has (i) incurred any “accumulated funding deficiency” within the meaning of Section 412 of the Code or Section 302 of ERISA or any outstanding liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation (the “PBGC”), or to a trustee appointed under Section 4042 of ERISA; or (viiii) been terminated within the last three years. No proceedings have been instituted to terminate or appoint a trustee under Title IV of ERISA to administer any obligation on the part Title IV Plan. No “reportable event” (as defined in Section 4043 of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except ERISA) has occurred with respect to ongoing disputes any Title IV Plan that would reasonably be expected to result in any liability for the Company or any Subsidiary. All premiums due the PBGC with respect to the Title IV Plans have been paid. There has been no material change in the financial condition of any Title IV Plan since the last day of its most recent fiscal year. (f) No Plan: (i) constitutes a routine nature Multiemployer Plan; or involving immaterial amounts(ii) is maintained, sponsored or administered by an entity other than the Company or a Subsidiary. Neither the Company or any of its Subsidiaries, nor any ERISA Affiliate thereof has incurred any unsatisfied withdrawal liability under Title IV of ERISA to any Multiemployer Plan. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Seller Plan (other than a Multiemployer Plan) has paid been established, registered, funded, invested, operated and administered in full accordance with its terms and applicable Laws and will continue to be so operated until the Closing Date. All data necessary to administer each Plan (other than a Multiemployer Plan) is in the possession of the Company or its Subsidiaries or their agents and is in a form which is sufficient for the proper administration of the Plan in accordance with its terms and all Laws and such data is complete and correct. None of its Employees providing services the Plans, or any insurance contract relating thereto, require or permit a retroactive increase in premiums or payments, or require additional premiums or payments on termination of the Plan or any insurance contract relating thereto. (h) Other than routine claims for benefits, there are no Actions pending or, to the System all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees. Except as set forth in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any knowledge of the Employees Company, threatened with respect to any Plan (other than a Multiemployer Plan). (i) The consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or subsequent events): (A) result in any material payment becoming due to any current or former employee, director or consultant of the Company or its Subsidiaries, (B) increase any benefits otherwise payable under any Plan, (C) result in the acceleration of time of payment or vesting of any such benefits, or (D) result in any “excess parachute payment” for purposes of collective bargainingSection 280G or 4999 of the Code. (j) No Plan provides welfare benefits after termination of employment or service except to the extent required by applicable Law. (k) The Company and its Subsidiaries have complied in all material respects with Section 409A of the Code with respect to any interest granted or awarded pursuant to a Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code), and no union claims Person had a legally binding right to represent or is seeking an amount under such a nonqualified deferred compensation plan, which to represent the knowledge of the Company would subject such Person to the taxes imposed by Section 409A of the Code, and neither the Company nor any of its Subsidiaries has any indemnity obligations for any Taxes imposed under Section 409A of the Employees for Code. (l) None of the Canadian Pension Plans has an Unfunded Liability. Where such an Unfunded Liability is disclosed, Section 4.14(l) of the Disclosure Schedule shall disclose the date of the most recent actuarial valuation (whether or not such actuarial valuation is filed with a Governmental Entity) which discloses the Unfunded Liability. For this purpose, “Unfunded Liability” means an unfunded liability in respect of any Canadian Pension Plan, including a going concern unfunded liability, a solvency deficiency or wind-up deficiency. No event has occurred respecting any Canadian Pension Plan which would entitle any Person (without the Consent of the Company and its Subsidiaries) to wind-up or terminate any Canadian Pension Plan, in whole or in part. Where any Canadian Pension Plan has been partially or fully wound-up or terminated, all assets, including any surplus attributable to such partial or full wind-up or termination have been fully distributed in accordance with all Laws. For purposes of collective bargaining and neither a Sellerthis Section 4.14(l), an Affiliate of a Seller nor the System has recognized “Canadian Pension Plans” means Plans providing pensions, superannuation benefits or agreed retirement savings to recognize any union for the purposes of collective bargaining for any current or former Canadian employees of the Employees. Schedule 4.18(e) includes a complete list of all Employees, along with their respective job titles, dates of hire Company and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003its Subsidiaries.

Labor Relations; Employees. (a) Schedule 4.23 sets forth a complete and accurate list of (i) any employees and independent contractors of the Company and each Subsidiary earning compensation in excess of US$125,000 per year, and the age, position, status, length of service and current rate of pay or salary per annum, and (ii) each collective bargaining agreement to which the Company or any of its Subsidiaries is a party (each, a “Collective Bargaining Agreement”). Except as would not have a Material Adverse Effect: (i) there is no strike, slowdown, picketing, work stoppage or concerted refusal to work overtime with respect to any employees employed by the Company or any of its Subsidiaries, and (ii) there is no labor dispute currently subject to any grievance procedure, arbitration or litigation or, to the Knowledge of the Company, threatened with respect to any employees employed by the Company or any of its Subsidiaries. (b) Except as set forth on Schedule 4.114.23, no Seller is petition for a party certification or unionization proceeding has been filed or undertaken with respect to any employees of the Company or any of its Subsidiaries who are not currently covered by a collective bargaining agreement governing the terms or conditions of employment for any Employees. Collective Bargaining Agreement. (c) Except as set forth in Schedule 4.18(b)4.23, neither the Company nor any Subsidiary is bound by any employment contract (other than oral employment agreements for an indefinite period of time, terminable upon notice or pay in lieu thereof) or consulting contract that provides for the payment of annual compensation in excess of US$125,000, or any termination and severance agreements that provide for separation payments in excess of US$125,000, in respect of any employee or former employee (d) Schedule 4.23 contains a true and complete list of each of the Company’s material written personnel policies or rules applicable to employees of the Company or any of its Subsidiaries as of the date hereof, true, correct and complete copies of which have previously been made available to Parent. The Company and its Subsidiaries are in material compliance with all applicable laws with respect to employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except as would not have a Material Adverse Effect. No charges with respect to or relating to the Company or any Subsidiary are pending before the Equal Employment Opportunity Commission or any other corresponding state or foreign agency, except for such charges as would not have a Material Adverse Effect, and the Company and its Subsidiaries have at all times been in material compliance with all applicable laws and regulations prohibiting discrimination in the workplace including, without limitation, laws and regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender, disability, age, workers compensation status or otherwise, except where the failure to be in such compliance would not result in a Material Adverse Effect. No federal, state, local or foreign agency responsible for the enforcement of labor or employment laws has notified the Company or any Subsidiary that it intends to conduct an investigation with respect to or relating to the Company or any Subsidiary and no such investigation is in progress, except where such investigations would not have a Material Adverse Effect. Except as would not have a Material Adverse Effect or as disclosed on Schedule 4.23, there are no lawsuits, complaints, controversies or other proceedings pending relating to any employees of the Company or any Subsidiary nor, to the Knowledge of Sellersthe Company, there is not now nor has there been since December 31any applicant for employment or employee alleged the breach of any express or implied contract of employment, 1999 or the breach of any actual law or threatened: regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with any employment relationship. (e) As of the date hereof, within the last three years, (i) unfair labor practice charge the Company and its Subsidiaries have not effectuated (A) a “plant closing” (as defined in the Worker Adjustment and Retaining Notification Act) affecting any site of employment or complaint involving one or more facilities or operating units within any Employee pending before site of employment or facility of the National Labor Relations Board, any state labor relations board Company or any court Subsidiary, or tribunal, (B) a “mass layoff’ (as defined in such act) affecting any site of employment or facility of the Company or any Subsidiary; and (ii) grievance the Company and its Subsidiaries have not been affected by any transaction or other claim involving any Employee pending before any Governmental Authority, (iii) arbitration proceeding arising out of engaged in layoffs or under any collective bargaining agreement pending before any Governmental Authority involving any Employee, (iv) union organizing employment terminations sufficient in number to trigger application of any of the Employees; (v) labor strikesimilar state, picketing, work slowdown, lockout local or other labor dispute involving or concerning any of the Employees; (vi) allegations or investigations relating to the misclassification of any of the Employees as independent contractors; or (vii) any obligation on the part of any Seller or the System to comply with government contractor affirmative action obligations arising out of any System Contracts. Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, each Seller has paid in full to all of its Employees providing services to the System all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees. Except as set forth in Schedule 4.18(d), currently, and within the past five years, no union has been certified to represent any of the Employees for purposes of collective bargaining, no union claims to represent or is seeking to represent any of the Employees for purposes of collective bargaining and neither a Seller, an Affiliate of a Seller nor the System has recognized or agreed to recognize any union for the purposes of collective bargaining for any of the Employees. Schedule 4.18(e) includes a complete list of all Employees, along with their respective job titles, dates of hire and rates of pay, along with a list of all independent contractors performing services for the System, as of June 30, 2003foreign law.