Common use of Litigation; Labor Matters; Compliance with Laws Clause in Contracts

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC Documents, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, to the knowledge of IPC, threatened in writing against or affecting IPC or any of its subsidiaries which, individually or in the aggregate, would reasonably be expected to have an IPC Material Adverse Effect; in addition, there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries having, or which could reasonably be expected to have any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC Documents, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, to the knowledge of IPCIXnet, threatened in writing against or affecting IPC or any of its subsidiaries which, individually or in the aggregate, would reasonably be expected to have an IPC IXnet Material Adverse Effect; in addition, there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC IXnet or any of its subsidiaries having, or which could reasonably be expected to have any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC IXnet nor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC IXnet or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC IXnet Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC IXnet are there any campaigns being conducted to solicit cards from employees of IPC IXnet or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC IXnet nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC IXnet or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC IXnet nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC IXnet and each of its subsidiaries and, to the knowledge of IPCIXnet, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC IXnet Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documentsset forth herein, there are is no suitssuit, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCCompany, threatened in writing against or affecting IPC Company or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to Company or prevent, hinder or materially delay the ability of Company to consummate the Share Exchange, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by Company, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries Company is not a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which would reasonably be expected to could have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any Effect with respect to Company. As of the date of this Agreement, there are no employee grievances, complaints or charges pending against Company or, to Company's employees or any of its subsidiaries' employees within the past three years’s Knowledge, nor otherwise related to the knowledge of IPC are there business under any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the employee dispute resolution procedure. Company and its subsidiaries are is in compliance in all material respects with their obligations pursuant to WARNall applicable federal, state, local and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, applicable laws, regulations, ordinancesordinances or orders with respect to employment and employment practices, rulesterms and conditions of employment and wages and hours. Except as would not result in a material liability, judgmentsneither Company nor, ordersto Company’s Knowledge, decrees any of its Affiliates has misclassified any Employee as an independent contractor, temporary employee, leased employee, volunteer or arbitration awards any other servant or agent compensated other than through reportable wages as an employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefit plan of the Company. (c) Company and each Subsidiary is and has been in compliance in all material respects with all Laws and Governmental Orders applicable thereto, including to the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or conduct of its business as described in the aggregateCompany SEC Reports. Neither Company nor any Subsidiary has received any written notice or other written communication from any Governmental Authority or any other person regarding any actual or alleged violation of or failure to comply with any term or requirement of any such Law or Governmental Order. (d) Neither the Company nor to the best of Company’s Knowledge, could any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not reasonably be expected been, and to have an IPC Material Adverse Effectthe best knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documentsset forth herein, there are is no suitssuit, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCCompany, threatened in writing against or affecting IPC Company or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to Company or prevent, hinder or materially delay the ability of the Company to consummate the Acquisition, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by the Company, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries The Company is not a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which would reasonably be expected to could have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any Effect with respect to the Company. As of the date of this Agreement, there are no employee grievances, complaints or charges pending against Company or, to Company's employees or any of its subsidiaries' employees within the past three years’s Knowledge, nor otherwise related to the knowledge of IPC are there business under any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the employee dispute resolution procedure. Company and its subsidiaries are is in compliance in all material respects with their obligations pursuant to WARNall applicable federal, state, local and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, applicable laws, regulations, ordinancesordinances or orders with respect to employment and employment practices, rulesterms and conditions of employment and wages and hours. Except as would not result in a material liability, judgmentsneither Company nor, ordersto Company’s Knowledge, decrees any of its Affiliates has misclassified any Employee as an independent contractor, temporary employee, leased employee, volunteer or arbitration awards any other servant or agent compensated other than through reportable wages as an employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefit plan of the Company. (c) The Company is and has been in compliance in all material respects with all Laws and Governmental Orders applicable thereto, including to the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or conduct of its business as described in the aggregateCompany’s SEC Reports. The Company has received any written notice or other written communication from any Governmental Authority or any other person regarding any actual or alleged violation of or failure to comply with any term or requirement of any such Law or Governmental Order. (d) Neither the Company nor to the best of the Company’s Knowledge, could any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not reasonably be expected been, and to have an IPC Material Adverse Effectthe best knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed set forth in Section 3.01(i)(i) of the Recent SEC DocumentsCompany Disclosure Schedule, there are is no suitssuit, actionsaction, complaintsclaim, chargescharge, arbitrationsarbitration, inquiries, counterclaims, proceedings investigation or governmental or internal investigations proceeding pending orbefore a Governmental Entity and, to the knowledge of IPCthe Company, no suit, claim, charge, action, arbitration, investigation or proceeding threatened in writing against or affecting IPC investigation pending, in each case with respect to the Company or any of its subsidiaries whichSubsidiaries, that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent or materially delay the ability of the Company or any of its Subsidiaries to consummate the transactions contemplated by this Agreement or to perform their respective obligations hereunder, nor is there is not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingSubsidiaries which, individually or which in the aggregate, could reasonably be expected to have any such effecta Material Adverse Effect with respect to the Company. (ii) Except as disclosed in Section 3.01(h)(ii(1) of Neither the Disclosure Schedule, (A) neither IPC Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the knowledge of the Company, (B) neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any strike, grievance or other proceeding asserting that it the Company or any subsidiary Subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (C3) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened in writing against the Company or any of which would its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company; (D5) no representation question exists or has been raised respecting any to the knowledge of the Company's , the Company and each of its Subsidiaries is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) except as set forth in Section 3.01(i)(ii)(6) of the Company Disclosure Schedule, the Company (or one of its Subsidiaries) has paid in full to all employees of the Company and its Subsidiaries all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statue or other law except for failures, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company; (7) except as set forth in Section 3.01(i)(ii)(7) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of the Company or any of its subsidiaries' employees within the past three yearsSubsidiaries, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC the Company shall the Company or any of its subsidiaries Subsidiaries have any liability which exists or arises, or may be deemed to authorize representation exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within Persons employed by the past three years, nor has IPC Company or any of its subsidiaries planned Subsidiaries on or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms Effective Time of the Merger; and (8) the Company and its Subsidiaries are defined in compliance with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 ("WARN"), ) and any similar state or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARNlocal laws, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement, there are is (i) no suitssuit, actionsaction or proceeding or investigation pending and, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, (ii) to the knowledge of IPCthe Company, no suit, action or proceeding or investigation threatened in writing against or affecting IPC the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or (iii) prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries Subsidiaries having, or which in the future could reasonably be expected to have have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) 4.8 of the Disclosure Schedule, (Ai) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, ; (Bii) neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (Ciii) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for there been in the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day three year period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act date of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries this Agreement and, to the knowledge of IPCthe Company, there are no current union organizing activities among the Employees of the Company or any of its contractors complies Subsidiaries which are reasonably likely to result in a Material Adverse Effect; (iv) there is no grievance arising out of any collective bargaining agreement or other grievance procedure against the Company or any of its subsidiaries, except such grievances that have not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect; (v) 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, except such charges that have not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect; (vi) neither of the Company or 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 which is reasonably likely to result in a Material Adverse Effect; and (vii) the Company is not liable for any severance pay or other payments to any employee or former employee, or any other person, arising from the termination of employment, or other change in the legal relationship with such person, under any benefit or severance policy, practice, agreement, plan, or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any persons employed by the Company or any of its Subsidiaries on or prior to the Effective Time of the Merger. (c) The ownership of the assets of and the conduct of the business of the Company and each of its Subsidiaries have not been in violation of, and comply with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could would not reasonably be expected to have an IPC a Material Adverse Effect with respect to the Company. 11 (d) Each of the Company and its Subsidiaries has in effect all material Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchise, licenses, notices, permits and rights, including all authorizations under Environmental Laws ('Permits'), necessary for it to own, lease or operate its properties and assets and to carry on its business substantially as now conducted, and there is no actions pending to revoke any such Permit and there has occurred no default or violation under any such Permit which is reasonably likely to have a Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC Documents, there are is (1) no suitssuit, actionsaction or proceeding pending, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCthe Company, no suit, action or proceeding threatened in writing against or affecting IPC investigation pending with respect to the Company or any of its subsidiaries whichthat, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingwhich, individually or which in the aggregate, has or could reasonably be expected to have have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A1) neither IPC the Company nor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the knowledge of the Company, (B) neither IPC the Company nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (C3) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledge, threatened; (4) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company's employees is pending or, to the knowledge of the Company, threatened against the Company or any of which would its subsidiaries which, individually or in the aggregate, could reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company; (D5) no representation question exists or has been raised respecting any grievance is pending or, to the knowledge of the Company's employees , threatened against the Company or any of its subsidiaries' subsidiaries which, individually or in the aggregate, could have a Material Adverse Effect with respect to the Company; (6) neither the Company nor any of its subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees within or employment practices; (7) to the past three yearsknowledge of the Company, the Company and each subsidiary is in compliance with all applicable laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to the Company; (8) the Company has paid in full to all employees of the Company and its subsidiaries all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (9) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of the Company, nor to the knowledge of IPC are there the Company will the Company have any campaigns being conducted liability which exists or arises, or may be deemed to solicit cards from employees exist or arise, under any applicable law or otherwise, as a result of IPC or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any persons employed by the Company or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant on or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined Effective Time of the Merger; and (10) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC the Company and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC DocumentsDocuments or as disclosed in Section 4.8 of the Disclosure Schedule, filed and publicly available prior to the date of this Agreement, there are is no suitssuit, actionsaction or proceeding or investigation pending against Company, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, to the knowledge of IPCCompany, no suit, action or proceeding or investigation threatened in writing against or affecting IPC Company or any of its subsidiaries which, Subsidiaries that (i) individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in addition, Effect or (ii) prevent or materially delay the ability of Company to consummate the transactions contemplated by this Agreement nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC Company or any of its subsidiaries Subsidiaries having, or which in the future could reasonably be expected to have have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) 4.8 of the Disclosure Schedule, (Ai) neither IPC Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, ; (Bii) neither IPC Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary Subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (Ciii) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for there been in the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day three year period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act date of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries this Agreement and, to the knowledge of IPCCompany, there are no current union organizing activities among the Employees of Company or any of its contractors complies Subsidiaries which are reasonably likely to result in a Material Adverse Effect; (iv) there is no grievance arising out of any collective bargaining agreement or other grievance procedure against Company or any of its Subsidiaries, except such grievances that have not and will not prevent Company from carrying on its business substantially as now conducted and that cannot reasonably be expected to result in a Material Adverse Effect; (v) no charges with respect to or relating to 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, except such charges that have not and will not prevent Company from carrying on its business substantially as now conducted and that cannot reasonably be expected to result in a Material Adverse Effect; (vi) neither of Company or any of its Subsidiaries has received notice during the previous 18 months, of the intent of any Federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation which is reasonably likely to result in a Material Adverse Effect; and (vii) Company is not liable for any severance pay or other payments to any employee or former employee, or any other person, arising from the termination of employment, or other change in the legal relationship with such person, under any benefit or severance policy, practice, agreement, plan, or program of Company, nor will Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by Company of any persons employed by Company or any of its Subsidiaries on or prior to the Effective Time of the Merger. (c) The ownership of the assets of and the conduct of the business of Company and each of its Subsidiaries have not been in violation of, and comply with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could cannot reasonably be expected to have an IPC a Material Adverse Effect. (d) Each of Company and its Subsidiaries has in effect all material Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchise, licenses, notices, permits and rights ("Permits"), necessary for it to own, lease or operate its properties and assets and to carry on its business substantially as now conducted, and there are no actions pending to revoke any such Permit and there has occurred no default or violation under any such Permit which is reasonably likely to have a Material Adverse Effect. (e) Notwithstanding the foregoing, the representations and warranties of Company with respect to the matters covered by Section 4.11 are limited to the representations set forth therein, and no representation or warranty with respect to such matters is made by Company in this Section 4.8.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC DocumentsDocuments or in Section 4.01(h)(i) of the Disclosure Schedule there is (1) no suit, there are no suitsaction or proceeding pending, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCCompany, no suit, action or proceeding threatened in writing against or affecting IPC or any of its subsidiaries whichinvestigation pending with respect to Company that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to Company or prevent, materially hinder or materially delay the ability of Company to consummate the transactions contemplated by this Agreement, nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC Company which, individually or any of its subsidiaries havingin the aggregate, or which could reasonably be expected to would have any such effect. (ii) Except as disclosed in Section 3.01(h)(ii4.01(h)(ii) of the Disclosure ScheduleSchedule or in the SEC Documents, (A1) neither IPC nor any there are no labor strikes, disputes, slowdowns, stoppages or lockouts actually pending, or, to the knowledge of its subsidiaries Company, threatened against or affecting Company and during the past five years there have been no such actions; (2) Company is not a party to, to or bound by, by any collective bargaining agreement, contract or other similar agreement or understanding with a labor union or any labor organization, (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice work rules or seeking practices agreed to compel it to bargain with any labor organization as or employee association applicable to wages employees of Company; (3) to the knowledge of Company, there are no current union organizing activities among the employees of Company; (4) true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of Company have been delivered to Parent; (5) Company is, and has at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any employment, wages, hours of its subsidiaries, work and occupational safety and health; (C6) there is not any strikeare no material complaints, work stoppagecharges, disputearbitrations, lockout controversies, lawsuits or other labor controversy involving it or any of its subsidiaries proceedings pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC Company, threatened in any forum against Company 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; (7) there are there no employment contracts or severance agreements with any campaigns being conducted to solicit cards from employees of IPC or any Company; and (8) since the enactment of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 (the "WARNWARN Act"), or any state law, Company has not effectuated (A) a "plant closing" (as defined in the WARN Act) affecting in whole of in part any site of employmentemployment or one or more facilities or operating units within any site of employment or facility of Company, facility, operating unit or employee(B) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Company; and (G) the nor has Company and its subsidiaries are engaged in compliance with their obligations pursuant layoffs or employment terminations sufficient in number to WARN, and all other notification and bargaining obligations arising under trigger application of any collective bargaining agreement, statute similar state or otherwiselocal law. (iii) The To the knowledge of Company, the conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC DocumentsThere is no suit, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge best of IPCCirracor’s knowledge, threatened in writing against or affecting IPC or any of its subsidiaries whichCirracor that, individually or in the aggregate, would could reasonably be expected to have an IPC Material Adverse Effect; in additiona material adverse effect with respect to Cirracor or prevent, hinder or materially delay the ability of Cirracor to consummate the transactions contemplated by this Merger Agreement, nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries Cirracor having, or which which, insofar as reasonably could reasonably be expected to have foreseen by Cirracor, in the future could have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor Cirracor does not have any of its subsidiaries employees and is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its the best of its knowledge, threatened, any of which would reasonably be expected could have a material adverse effect with respect to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseCirracor. (iii) The conduct Cirracor is not, and previously has not been, in violation in any material respect of the business of each of IPC and each of its subsidiaries andany material statute, to the knowledge of IPClaw, its contractors complies with all statutesregulation, lawsordinance, regulationsrule, ordinancesjudgment, rulesorder, judgments, orders, decrees decree or arbitration awards award applicable theretoto Cirracor or its business, including applicable securities laws and regulations. Cirracor has not received notice of any noncompliance with the Foreign Corrupt Practices Actforegoing, except for violations nor is it aware of any claims or failures so to comply, if any, that, individually threatened claims in connection therewith. Cirracor has never conducted any operations or engaged in any business transactions whatsoever other than as set forth in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effectreports Cirracor has previously filed with the SEC.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC DocumentsThere is no suit, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCthe Company and the Shareholders, threatened in writing against or affecting IPC the Company or the Shareholders or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or the Shareholders or prevent, hinder or materially delay the ability of the Company or the Shareholder to consummate the Transactions, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by the Company, in the future could have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) . Neither the Company, the Shareholders nor to the Company’s Knowledge, each Shareholder’s Knowledge any director or officer of the Disclosure ScheduleCompany or the Shareholder thereof, (A) neither IPC nor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is has been the subject of any proceeding asserting that it Order involving a claim of violation of or any subsidiary liability under federal or state securities laws or a claim of breach of fiduciary duty. There has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiariesnot been, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor and to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARNthe Shareholder, and all other notification and bargaining obligations arising under there is not pending or contemplated, any collective bargaining agreementinvestigation by the SEC involving the Company, statute the Shareholder or otherwiseany current or former director or officer of the Company or the Shareholder. (iiib) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors Company complies with all statutes, lawsLaws, regulations, ordinances, rules, judgments, ordersOrders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could as would not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documentsset forth on Schedule 3.14(a), there are is no suitssuit, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCthe Company, threatened in writing against or affecting IPC the Company or the Seller or any basis for any such suit, action, proceeding or investigation. None of its subsidiaries whichthe suits, actions, proceedings or investigations listed on Schedule 3.14(a), individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or the Seller or prevent, hinder or materially delay the ability of the Company or the Seller to consummate the Transactions, and there is not any no judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by the Company, in the future could have, any such effect. Neither the Company, the Seller nor to the Company’s Knowledge, the Seller’s Knowledge any officer or member of the Company thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, the Seller or any current or former officer or member of the Company. (iib) Schedule 3.14(b) contains a correct and complete list of (a) all of the officers of the Company, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the Company, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees. Except as set forth on Schedule 3.14(b), the Company is not a party to or bound by any Employment Agreement. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Company. There is no existing default or breach of the Company under any Employment Agreement (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) and, to the Knowledge of the Company, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Seller has received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any Person named on Schedule 3.14(c). Neither the Company nor the Seller has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 3.14(b), all officers and employees of the Company are active on the date hereof. (c) Except as disclosed set forth in Section 3.01(h)(iiSchedule 3.14(c), (a) the Company is not a party to any collective bargaining agreement, contract or legally binding commitment to any trade union or employee organization or group in respect of or affecting employees; (b) the Company is not currently engaged in any negotiation with any trade union or employee organization; (c) the Company has not engaged in any unfair labor practice within the meaning of the Disclosure ScheduleNational Labor Relations Act, and there is no pending or, to the Knowledge of the Company, threatened complaint regarding any alleged unfair labor practices as so defined; (d) there is no strike, labor dispute, work slow down or stoppage pending or, to the Knowledge of the Company, threatened against the Company; (e) there is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement which is pending or, to the Knowledge of the Company, threatened against the Company; (f) the Company has not experienced any material work stoppage; (g) the Company is not the subject of any union organization effort; (h) there are no claims pending or, to the Knowledge of the Company, threatened against the Company related to the status of any individual as an independent contractor or employee; and (i) the Company has complied in all respects with the United States Worker Adjustment and Retraining Notification Act, the rules and regulations promulgated thereunder, and applicable state equivalents. The Company has not misclassified any person as (i) an independent contractor rather than as an employee, or with respect to any employee leased from another employer, or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations. (d) The Company is (and has been at all times during the past three (3) years), to the Knowledge of the Company, in compliance in all respects with all applicable Laws (including applicable Laws relating to zoning, environmental matters and the safety and health of employees). Except as set forth on Schedule 3.14(d), (Ai) neither IPC the Company has not been charged with, nor received any written notice that it is under investigation with respect to, and the Company is not otherwise now under investigation with respect to, any violation of its subsidiaries any applicable Law or other requirement of a Governmental Entity, (ii) the Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, Order and (Biii) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary Company has committed an unfair labor practice or seeking filed all reports and has all licenses and permits required to compel it to bargain be filed with any labor organization as to wages Governmental Entity on or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwisedate hereof. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in There is no suit, action or proceeding or, to the Recent SEC DocumentsKnowledge of Parent or Merger Sub, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations investigation pending or, to the knowledge Knowledge of IPCParent or Merger Sub, threatened in writing against or affecting IPC Parent or any of its subsidiaries whichSubsidiaries or to the Knowledge of Parent or Merger Sub, any basis for any such suit, action, proceeding or investigation in each case that, individually or in the aggregate, if determined adversely to any such Person would reasonably be expected to (i) have an IPC a Material Adverse Effect; in additionEffect with respect to such Person, or (ii) prevent, hinder or materially delay the ability of either Parent or Merger Sub to consummate the transactions contemplated by this Agreement, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC Parent or any of its subsidiaries Subsidiaries having, or which which, insofar as reasonably could reasonably be expected to have foreseen by Parent or Merger Sub, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) None of the Disclosure Schedule, (A) neither IPC nor Parent or any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any is it, as of its subsidiaries is the date of this Agreement, the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor nor, as of the date of this Agreement, is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which in each case that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees Effect with respect to Parent or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseSubsidiaries. (iiic) The conduct Each of the business of each of IPC Parent and each of its subsidiaries and, to the knowledge of IPC, its contractors complies Merger Sub is in compliance with all statutes, lawsLaws, regulations, ordinances, rules, judgments, ordersOrders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Actto each of Parent and Merger Sub or by which Parent or Merger Sub or any of its respective businesses or properties is bound, except for violations or failures so such non-compliance that would not reasonably be expected to comply, if any, thathave, individually or in the aggregate, could not reasonably be expected to have an IPC a Material Adverse EffectEffect on either Parent or Merger Sub.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, as of the date hereof there are is (1) no suitssuit, actionsaction, complaintsarbitration or proceeding pending, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCthe Company, no suit, action, arbitration or proceeding threatened in writing against or affecting IPC investigation pending, in each case with respect to the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder, nor is there is not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingSubsidiaries which, individually or which in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, as of the date hereof there is no reasonable basis for any such effectaction, suit, arbitration or proceeding that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. (ii) Except bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program of the Company or any of its Subsidiaries or any statute or other law; (7) neither the Company nor any of its Subsidiaries is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of the Company or any of its Subsidiaries, nor to the knowledge of the Company will the Company or any of its Subsidiaries have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company or any of its Subsidiaries of any persons employed by the Company or any of its Subsidiaries on or prior to the Effective Time of the Merger, excluding any such payment or liability which does not exceed $50,000 (or does exceed $50,000 solely as a result of statutory regulations governing severance payments) individually or $500,000 in the aggregate with all such other payments not disclosed in Section 3.01(h)(ii) of the Company Disclosure Schedule, ; and (A) neither IPC nor any 8) the Company and each of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding in compliance with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking obligations pursuant to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) to the Company and its subsidiaries are in compliance with their obligations pursuant to WARNextent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute agreement or otherwisestatute. (iii) The conduct Each of the business of each of IPC Company and each of its subsidiaries andSubsidiaries holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the knowledge operation of IPCthe businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its contractors complies Subsidiaries are in compliance with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Actterms of the Company Permits, except for violations or failures where the failure so to comply, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not and could not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company. (iv) Except as disclosed in Section 3.01(h)(iv) of the Company Disclosure Schedule, each of the Company and each of its Subsidiaries have in the past duly complied, and are presently duly complying, with all applicable laws (whether statutory or otherwise), rules, regulations, orders, judgments or decrees (the "Laws") of all Governmental Entities, including, without limitation, privacy and data protection Laws of any Governmental Entity, except where the failure to have so complied or to be presently complying would neither have a Material Adverse Effect with respect to the Company nor constitute violations of criminal laws that could subject the Company or any Subsidiary to criminal liability. Neither the Company nor any Subsidiary has received any notification of or has any knowledge of any asserted material failure by it to comply with any of such Laws.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in Section 3.8 of the Recent Disclosure Schedule or in the SEC Documents, there are is (i) no suitssuit, actionsaction or proceeding or investigation pending and, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, (ii) to the knowledge of IPCthe Company, no suit, action or proceeding or investigation threatened in writing against or affecting IPC the Company or any of its subsidiaries whichthat, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement nor is there is not any judgment, decree, injunction, rule or order of or any Governmental Govern- mental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries Subsidiaries having, or which in the future could reasonably be expected to have have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) 3.8 of the Disclosure Schedule, (Ai) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, ; (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (Cii) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledge, threatened; and (iii) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists practice, agreement, plan, or has been raised respecting any program of the Company's employees or any of its subsidiaries' employees within the past three years, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the knowledge transactions contemplated hereunder or as a result of IPC are there the termination by the Company of any campaigns being conducted to solicit cards from employees of IPC persons employed by the Company or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant on or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseEffective Time. (iiic) The conduct of the business of each of IPC the Company and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could would not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent Company SEC Documents, there are is no suitssuit, actionsaction, complaintsproceeding, charges, arbitrations, inquiries, counterclaims, proceedings investigation or governmental or internal investigations inquiry pending or, to the knowledge Knowledge of IPCthe Company, threatened in writing Threatened against or affecting IPC the Company or any of its subsidiaries whichSubsidiaries or, to the Knowledge of the Company, any basis for any such suit, action, proceeding, investigation or inquiry that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect or prevent or materially hinder or delay the ability of the Company or the Investor to consummate the Contemplated Transactions, nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries Subsidiaries having, or which could which, in the future would reasonably be expected to have have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of Neither the Disclosure Schedule, (A) neither IPC Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor is it or any of its subsidiaries is Subsidiaries the subject of any proceeding asserting that it or any subsidiary Subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledgeKnowledge, threatenedThreatened, any of which would reasonably be expected to have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC the Company and each of its subsidiaries and, to the knowledge of IPC, its contractors Subsidiaries complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could would not reasonably be expected to have an IPC a Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent Company SEC DocumentsDocuments or in Section 3.2(h) of the Disclosure Schedule, there are is no suitssuit, actionsaction, complaintsproceeding, charges, arbitrations, inquiries, counterclaims, proceedings investigation or governmental or internal investigations inquiry pending or, to the knowledge Knowledge of IPCthe Company, threatened in writing Threatened against or affecting IPC the Company or any of its subsidiaries whichSubsidiaries or, to the Knowledge of the Company, any basis for any such suit, action, proceeding, investigation or inquiry that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect or prevent or materially hinder or delay the ability of the Company or the Investor to consummate the Contemplated Transactions, nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries Subsidiaries having, or which could which, in the future would reasonably be expected to have have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of Neither the Disclosure Schedule, (A) neither IPC Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor is it or any of its subsidiaries is Subsidiaries the subject of any proceeding asserting that it or any subsidiary Subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledgeKnowledge, threatenedThreatened, any of which would reasonably be expected to have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC the Company and each of its subsidiaries and, to the knowledge of IPC, its contractors Subsidiaries complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could would not reasonably be expected to have an IPC a Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, there are is (1) no suitssuit, actionsaction, complaintsarbitration or proceeding pending, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCthe Company, no suit, action, arbitration or proceeding threatened in writing against or affecting IPC investigation pending, in each case with respect to the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder, nor is there is not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingSubsidiaries which, individually or which in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, there is no reasonable basis for any such effectaction, suit, arbitration or proceeding that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. (ii) Section 3.01(h)(ii) of the Company Disclosure Schedule contains an accurate list of all of the Company's and each Subsidiary's employees, showing for each his or her department and 1998 and 1999 annual salary and bonus. Except as disclosed in Section 3.01(h)(ii) of the Company Disclosure ScheduleSchedule or in the Recent SEC Documents, (A1) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the knowledge of the Company, (B) neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (C3) there is not any no strike, work stoppage, dispute, lockout stoppage or other similar labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of which would its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company; (D5) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facilitythe Company, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies Subsidiaries is in compliance with all statutesapplicable laws (domestic and foreign), lawsagreements, regulationscontracts, ordinancesand policies relating to employment, rulesemployment practices, judgmentswages, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, hours and terms and conditions of employment except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC a Material Adverse Effect.Effect with respect to the Company; (6) the Company and each of its

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documentsset forth herein, there are is no suitssuit, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCCompany, threatened in writing against or affecting IPC Company or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to Company or prevent, hinder or materially delay the ability of the Company to consummate the Share Exchange, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by the Company, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries The Company is not a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which would reasonably be expected to could have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any Effect with respect to the Company. As of the date of this Agreement, there are no employee grievances, complaints or charges pending against Company or, to Company's employees or any of its subsidiaries' employees within the past three years’s Knowledge, nor otherwise related to the knowledge of IPC are there business under any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the employee dispute resolution procedure. Company and its subsidiaries are is in compliance in all material respects with their obligations pursuant to WARNall applicable federal, state, local and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, applicable laws, regulations, ordinancesordinances or orders with respect to employment and employment practices, rulesterms and conditions of employment and wages and hours. Except as would not result in a material liability, judgmentsneither Company nor, ordersto Company’s Knowledge, decrees any of its Affiliates has misclassified any Employee as an independent contractor, temporary employee, leased employee, volunteer or arbitration awards any other servant or agent compensated other than through reportable wages as an employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefit plan of the Company. (c) The Company is and has been in compliance in all material respects with all Laws and Governmental Orders applicable thereto, including to the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or conduct of its business as described in the aggregateCompany’s SEC Reports. The Company has received any written notice or other written communication from any Governmental Authority or any other person regarding any actual or alleged violation of or failure to comply with any term or requirement of any such Law or Governmental Order. (d) Neither the Company nor to the best of the Company’s Knowledge, could any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not reasonably be expected been, and to have an IPC Material Adverse Effectthe best knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documentsset forth on Schedule 4.9(a), there are is no suitssuit, actionsaction or proceeding or, complaintsto the Knowledge of the Company, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations investigation pending or, to the knowledge Knowledge of IPCthe Company, threatened in writing against or affecting IPC Company Parent or the Company or, to the Knowledge of the Company, any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation, in each case that, individually or in the aggregate, if determined adversely to Company Parent or the Company, would reasonably be expected to (i) have an IPC a Material Adverse Effect; in additionEffect with respect to the Company, or (ii) prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC Company Parent or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by Company Parent or the Company, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries The Company is not a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any is it, as of its subsidiaries is the date of this Agreement, the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor nor, as of the date of this Agreement, is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which in each case that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Effect with respect to Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iiic) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies Company is in compliance with all statutes, lawsLaws, regulations, ordinances, rules, judgments, ordersOrders, decrees or arbitration awards applicable thereto, including to the Foreign Corrupt Practices ActCompany or by which the Company or any of its businesses or properties is bound, except for violations or failures so such non-compliance that would not reasonably be expected to comply, if any, thathave, individually or in the aggregate, could not reasonably be expected to have an IPC a Material Adverse EffectEffect on the Company.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC DocumentsThere is no suit, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCthe Company and the Seller, threatened in writing against or affecting IPC the Company or the Seller or any of its subsidiaries whichbasis for any such suit, individually action, proceeding or in the aggregate, would reasonably be expected to have an IPC Material Adverse Effect; in addition, there investigation. There is not any no judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries the Company having, or which which, insofar as reasonably could reasonably be expected to have foreseen by the Company, in the future could have, any such effect. Neither the Company, the Seller nor to the Company’s Knowledge, the Seller’s Knowledge any officer or member of the Company thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company and the Seller, there is not pending or contemplated, any investigation by the SEC involving the Company, the Seller or any current or former officer or member of the Company. (b) Schedule 3.14(b) contains a correct and complete list of (a) all of the officers of the Company, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the Company, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. The Company is not a party to or bound by any Employment Agreement. The Company has provided to the Buyer correct and complete copies of each Employment Agreement to which the Company is a party, or by which it is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Company. There is no existing default or breach of the Company under any Employment Agreement (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Seller has received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any Person named on Schedule 3.14(c). Neither the Company nor the Seller has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. All officers and employees of the Company are active on the date hereof. (i) the Company is not a party to any collective bargaining agreement, contract or legally binding commitment to any trade union or employee organization or group in respect of or affecting employees; (ii) Except as disclosed the Company is not currently engaged in Section 3.01(h)(iiany negotiation with any trade union or employee organization; (iii) the Company has not engaged in any unfair labor practice within the meaning of the Disclosure ScheduleNational Labor Relations Act, and there is no pending or, to the Knowledge of the Company or the Seller, threatened complaint regarding any alleged unfair labor practices as so defined; (iv) there is no strike, labor dispute, work slow down or stoppage pending or, to the Knowledge of the Company or the Seller, threatened against the Company; (v) there is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement which is pending or, to the Knowledge of the Company or the Seller, threatened against the Company; (vi) the Company has not experienced any material work stoppage; (vii) the Company is not the subject of any union organization effort; (viii) there are no claims pending or, to the Knowledge of the Company or the Seller, threatened against the Company related to the status of any individual as an independent contractor or employee; and (ix) the Company has complied in all respects with the United States Worker Adjustment and Retraining Notification Act, the rules and regulations promulgated thereunder, and applicable state equivalents. The Company has not misclassified any person as (i) an independent contractor rather than as an employee, or with respect to any employee leased from another employer, or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations. (d) To Seller’s Knowledge, the Company is (and has been at all times during the past three (3) years) in compliance in all material respects with all applicable Laws (including applicable Laws relating to zoning, environmental matters and the safety and health of employees). To Seller’s Knowledge, (Ai) neither IPC the Company has not been charged with, nor received any written notice that it is under investigation with respect to, and the Company is not otherwise now under investigation with respect to, any violation of its subsidiaries any applicable Law or other requirement of a Governmental Entity, (ii) the Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, Order and (Biii) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary Company has committed an unfair labor practice or seeking filed all reports and has all licenses and permits required to compel it to bargain be filed with any labor organization as to wages Governmental Entity on or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout or other labor controversy involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Actdate hereof, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected any failure to have an IPC a license or permit which would not have a Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, there are is (1) no suitssuit, actionsaction, complaintsarbitration or proceeding pending, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCthe Company, no suit, action, arbitration or proceeding threatened in writing against or affecting IPC investigation pending, in each case with respect to the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder, nor is there is not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingSubsidiaries which, individually or which in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, there is no reasonable basis for any such effectaction, suit, arbitration or proceeding that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. (ii) Section 3.01(h)(ii) of the Company Disclosure Schedule contains an accurate list of all of the Company's and each Subsidiary's employees, showing for each his or her department and 1998 and 1999 annual salary and bonus. Except as disclosed in Section 3.01(h)(ii) of the Company Disclosure ScheduleSchedule or in the Recent SEC Documents, (A1) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the knowledge of the Company, (B) neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (C3) there is not any no strike, work stoppage, dispute, lockout stoppage or other similar labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of which would its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company; (D5) no representation question exists or has been raised respecting any to the knowledge of the Company's , the Company and each of its Subsidiaries is in compliance with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to the Company; (6) the Company and each of its Subsidiaries has complied in all material respects with its payment obligations to all bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program of the Company or any of its subsidiaries' employees within Subsidiaries or any statute or other law; (7) neither the past three yearsCompany nor any of its Subsidiaries is liable for any severance pay, retention bonus or other payments to any employee or former employee arising from the transactions contemplated hereunder, termination of employment or otherwise under any compensation, benefit or severance policy, practice, agreement, plan, or program of the Company or any of its Subsidiaries, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC the Company will the Company or any of its subsidiaries Subsidiaries have any liability which exists or arises, or may be deemed to authorize representation exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC Company or any of its subsidiaries planned Subsidiaries of any persons employed by the Company or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period Subsidiaries on or prior to the Closing DateEffective Time of the Merger, effectuate excluding any such payment or liability which does not exceed $25,000 (or does exceed $25,000 solely as a "plant closing" result of statutory regulations governing severance payments) individually or "mass layoff", as those terms are defined $250,000 in the aggregate with all such other payments not disclosed in Section 3.01(h)(ii) of the Company Disclosure Schedule; and (8) the Company and each of its Subsidiaries is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) to the Company and its subsidiaries are in compliance with their obligations pursuant to WARNextent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute agreement or otherwisestatute. (iii) The conduct Each of the business of each of IPC Company and each of its subsidiaries andSubsidiaries holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the knowledge operation of IPCthe businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its contractors complies Subsidiaries are in compliance with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Actterms of the Company Permits, except for violations or failures where the failure so to comply, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not and could not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company. (iv) Except as disclosed in Section 3.01(h)(iv) of the Company Disclosure Schedule, each of the Company and each of its Subsidiaries have in the past duly complied, and are presently duly complying, with all applicable laws (whether statutory or otherwise), rules, regulations, orders, judgments or decrees (the "Laws") of all Governmental Entities, including, without limitation, privacy and data protection Laws of any Governmental Entity, except where the failure to have so complied or to be presently complying would neither have a Material Adverse Effect with respect to the Company nor constitute violations of criminal laws that could subject the Company or any Subsidiary to criminal liability. Neither the Company nor any Subsidiary has received any notification of or has any knowledge of any asserted material failure by it to comply with any of such Laws.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC Documents, there are is no suitssuit, actionsaction, complaintsproceeding or investigation pending, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, to the knowledge of IPCthe Company threatened, threatened in writing against or affecting IPC the Company or any of its subsidiaries which, individually or in and to the aggregate, would reasonably be expected to have an IPC Material Adverse Effect; in addition, knowledge of the Company there is not no basis for any such suit, action, proceeding or investigation, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingsubsidiaries, other than any of the foregoing that, individually or which in the aggregate, could not reasonably be expected to have any such effecta Material Adverse Effect. (iib) Except as disclosed in Section 3.01(h)(ii3.8(b) of the Disclosure ScheduleSchedule or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (Ai) neither IPC the Company nor any of its subsidiaries is a party tois, or bound bywithin the past three years was, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (Cii) there is no, and during the past three years has not any been any, strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (Diii) no representation question exists action, suit, complaint, charge, arbitration, inquiry, proceeding or has been raised respecting investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company's employees is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries' employees within the past three years; (iv) no grievance is pending or, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC the Company, threatened against the Company or any of its subsidiaries to authorize representation by any labor organizationsubsidiaries; and (Ev) neither IPC the Company nor any of its subsidiaries has closed is a party to, or otherwise 22 18 bound by, any plant consent decree with, or facilitycitation by, effectuated any layoffs of government agency relating to employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseemployment practices. (iiic) The conduct of the business of each of IPC the Company and each of its subsidiaries andcomplies, to and during the knowledge of IPCpast three years has complied, its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards Laws applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC a Material Adverse Effect. (d) Except for any of the following as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders, including all motor carrier operating authorities from Governmental Entities (collectively, the "Company Permits"), that are necessary to own, lease and operate the properties of the Company and its subsidiaries and to carry on their business as owned, leased, operated or carried on as of the date of this Agreement; (ii) the Company Permits are in full force and effect; and (iii) there is no action, proceeding or investigation pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed in the Recent SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement, there are is (i) no suitssuit, actionsaction or proceeding or investigation pending and, complaints, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, (ii) to the knowledge of IPCthe Company, no suit, action or proceeding or investigation threatened in writing against or affecting IPC the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or (iii) prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement nor is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries Subsidiaries having, or which in the future could reasonably be expected to have have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) 4.8 of the Disclosure Schedule, (Ai) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, ; (Bii) neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, employment; (Ciii) there is not any no strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected to have an IPC Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for there been in the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day three year period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act date of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The conduct of the business of each of IPC and each of its subsidiaries this Agreement and, to the knowledge of IPCthe Company, there are no current union organizing activities among the Employees of the Company or any of its contractors complies Subsidiaries which are reasonably likely to result in a Material Adverse Effect; (iv) there is no grievance arising out of any collective bargaining agreement or other grievance procedure against the Company or any of its subsidiaries, except such grievances that have not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect; (v) 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, except such charges that have not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect; (vi) neither of the Company or 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 which is reasonably likely to result in a Material Adverse Effect; and (vii) the Company is not liable for any severance pay or other payments to any employee or former employee, or any other person, arising from the termination of employment, or other change in the legal relationship with such person, under any benefit or severance policy, practice, agreement, plan, or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any persons employed by the Company or any of its Subsidiaries on or prior to the Effective Time of the Merger. (c) The ownership of the assets of and the conduct of the business of the Company and each of its Subsidiaries have not been in violation of, and comply with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could would not reasonably be expected to have an IPC a Material Adverse Effect with respect to the Company. (d) Each of the Company and its Subsidiaries has in effect all material Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchise, licenses, notices, permits and rights, including all authorizations under Environmental Laws ("Permits"), necessary for it to own, lease or operate its properties and assets and to carry on its business substantially as now conducted, and there is no actions pending to revoke any such Permit and there has occurred no default or violation under any such Permit which is reasonably likely to have a Material Adverse Effect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, as of the date hereof, there are is (1) no suitssuit, actionsaction, complaintsarbitration or proceeding pending, charges, arbitrations, inquiries, counterclaims, proceedings or governmental or internal investigations pending or, and (2) to the knowledge of IPCthe Company, no suit, action, arbitration or proceeding threatened in writing against or affecting IPC investigation pending, in each case with respect to the Company or any of its subsidiaries whichSubsidiaries that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder, nor is there is not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC the Company or any of its subsidiaries havingSubsidiaries which, individually or which in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents, as of the date hereof there is no reasonable basis for any such effectaction, suit, arbitration or proceeding that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. (ii) Except as disclosed in Section 3.01(h)(ii) of the Company Disclosure ScheduleSchedule or in the Recent SEC Documents, (A1) neither IPC the Company nor any of its subsidiaries Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) as of the date hereof, (B) to the knowledge of the Company, neither IPC the Company nor any of its subsidiaries Subsidiaries is the subject of any proceeding asserting that it or any subsidiary of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any employment; (3) as of its subsidiariesthe date hereof, (C) there is not any no strike, work stoppage, dispute, lockout stoppage or other similar labor controversy dispute involving it or any of its subsidiaries Subsidiaries pending or, to its knowledge, threatened; (4) as of the date hereof, no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of which would its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company; (D5) no representation question exists or has been raised respecting any to the knowledge of the Company's , the Company and each of its Subsidiaries is in compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to the Company; (6) the Company and each of its Subsidiaries has complied in all material respects with its payment obligations to all employees of the Company and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program of the Company or any of its subsidiaries' employees within Subsidiaries or any statute or other law; (7) neither the past three yearsCompany nor any of its Subsidiaries is liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of the Company or any of its Subsidiaries, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC the Company will the Company or any of its subsidiaries Subsidiaries have any liability which exists or arises, or may be deemed to authorize representation exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC Company or any of its subsidiaries planned Subsidiaries of any persons employed by the Company or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period Subsidiaries on or prior to the Closing DateEffective Time of the Merger, effectuate a "plant closing" excluding any such payment or "mass layoff", as those terms are defined liability which does not exceed $50,000 individually or $500,000 in the aggregate with all such other payments and liabilities not disclosed in Section 3.01(h)(ii) of the Company Disclosure Schedule; and (8) the Company and each of its Subsidiaries is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) to the Company and its subsidiaries are in compliance with their obligations pursuant to WARNextent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute agreement or otherwisestatute. (iii) The conduct Each of the business of each of IPC Company and each of its subsidiaries andSubsidiaries holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the knowledge operation of IPCthe businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its contractors complies Subsidiaries are in compliance with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Actterms of the Company Permits, except for violations or failures where the failure so to comply, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not and could not reasonably be expected to have an IPC a Material Adverse EffectEffect with respect to the Company. (iv) Each of the Company and each of its Subsidiaries have in the past duly complied, and are presently duly complying, with all applicable laws (whether statutory or otherwise), rules, regulations, orders, judgments or decrees (the "Laws") of all Governmental Entities, including, without limitation, privacy and data protection Laws of any Governmental Entity, except where the failure to have so complied or to be presently complying would neither have a Material Adverse Effect with respect to the Company nor constitute violations of criminal laws that could subject the Company or any Subsidiary to criminal liability. Neither the Company nor any Subsidiary has received any notification of or has any knowledge of any asserted material failure by it to comply with any of such Laws.

Litigation; Labor Matters; Compliance with Laws. (ia) Except as disclosed set forth in the Recent SEC DocumentsBuyer OTC Documents or in Schedule 4.9 to this Agreement, there are is no suitssuit, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge Knowledge of IPCBuyer, threatened in writing against or affecting IPC Buyer or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC a Material Adverse Effect; in additionEffect with respect to Buyer or prevent, hinder or materially delay the ability of Buyer to consummate the Transactions, nor is there is not any judgment, decree, injunction, rule or order Order of any Governmental Entity or arbitrator outstanding against IPC or any of its subsidiaries Buyer having, or which which, insofar as reasonably could reasonably be expected to have foreseen by Buyer, in the future could have, any such effect. (iib) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, (A) neither IPC nor any of its subsidiaries Buyer is not a party to, or bound by, any collective bargaining agreement, contract Contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledgeKnowledge, threatened, any of which would reasonably be expected to could have an IPC a Material Adverse Effect; (D) no representation question exists or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor Effect with respect to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseBuyer. (iiic) The conduct of the business of each of IPC and each of its subsidiaries and, to the knowledge of IPC, its contractors Buyer complies with all statutes, lawsLaws, regulations, ordinances, rules, judgments, ordersOrders, decrees or arbitration awards applicable thereto. (d) Neither the Buyer nor to the best of Buyer’s Knowledge, including any director or officer thereof, is or has been the Foreign Corrupt Practices Actsubject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, except for violations and to the best knowledge of the Buyer, there is not pending or failures so to complycontemplated, if any, that, individually any investigation by the SEC involving the Buyer or in any current or former director or officer of the aggregate, could not reasonably be expected to have an IPC Material Adverse EffectBuyer.

Litigation; Labor Matters; Compliance with Laws. (i) Except as disclosed in the Recent SEC DocumentsThere is no suit, there are no suits, actions, complaints, charges, arbitrations, inquiries, counterclaims, proceedings action or governmental proceeding or internal investigations investigation pending or, to the knowledge of IPCAPGR, ESI or Acquisition Sub, threatened in writing against or affecting IPC APGR, ESI or Acquisition Sub or any of its subsidiaries whichbasis for any such suit, action, proceeding or investigation that, individually or in the aggregate, would could reasonably be expected to have an IPC Material Adverse Effect; a material adverse effect with respect to APGR, ESI or Acquisition Sub or prevent, hinder or materially delay the ability of APGR or Acquisition Sub to consummate the transactions contemplated by this Agreement, nor, except for that certain judgment rendered against APGR’s wholly-owned subsidiary, ESI, in additionthe principal amount of approximately $29,634.00, together with costs and interest totaling $8,580.43 through March 2015 with respect to that certain action known as Xxxxxx v. ESI and designated Iredell County, North Carolina Superior Court Case No. 13 CVS 2277 (“ESI Judgment”) is there is not any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against IPC APGR or any of its subsidiaries ESI having, or which which, insofar as reasonably could reasonably be expected to have foreseen by APGR, ESI or Acquisition Sub, in the future could have, any such effect. (ii) Except as disclosed in Section 3.01(h)(ii) of the Disclosure Schedule, APGR (A) neither IPC nor including any of its subsidiaries subsidiaries) is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, (B) neither IPC nor any of its subsidiaries is it the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is such unfair labor practice threatened or otherwise affecting IPC or any of its subsidiaries, (C) there is not any strike, work stoppage, dispute, lockout stoppage or other labor controversy dispute involving it or any of its subsidiaries pending or, to its knowledge, threatened, any of which would reasonably be expected could have a material adverse effect with respect to have an IPC Material Adverse Effect; (D) no representation question exists APGR or has been raised respecting any of the Company's employees or any of its subsidiaries' employees within the past three years, nor to the knowledge of IPC are there any campaigns being conducted to solicit cards from employees of IPC or any of its subsidiaries to authorize representation by any labor organization; (E) neither IPC nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has IPC or any of its subsidiaries planned or announced any such action or program for the future; (F) neither IPC nor any of its subsidiaries shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or any state law, affecting in whole of in part any site of employment, facility, operating unit or employee; and (G) the Company and its subsidiaries are in compliance with their obligations pursuant to WARN, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwiseAcquisition Sub. (iii) The conduct of the business of each of IPC APGR, ESI and each of its subsidiaries and, to the knowledge of IPC, its contractors Acquisition Sub complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Foreign Corrupt Practices Act, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have an IPC Material Adverse Effect.