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

Litigation; Labor Matters; Compliance with Laws. (a) Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement, there is (i) no suit, action or proceeding or investigation pending and, (ii) to the knowledge of the Company, no suit, action or proceeding or investigation threatened against or affecting the Company or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect 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 any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having, or which in the future could have, any such effect. (b) Except as disclosed in Section 4.8 of the Disclosure Schedule, (i) neither 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; (ii) neither 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; (iii) there is no strike, work stoppage or other labor dispute involving it or any of its Subsidiaries pending or, to its knowledge, threatened, nor has there been in the three year period prior to the date of this Agreement and, to the knowledge of the Company, there are no current union organizing activities among the Employees of the Company or any of its 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.

Litigation; Labor Matters; Compliance with Laws. (ai) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents filed and publicly available prior to the date of this AgreementDocuments, there is (i1) no suit, action action, arbitration or proceeding or investigation pending andpending, and (ii2) to the knowledge of the Company, no suit, action action, arbitration or proceeding or investigation threatened against or affecting investigation pending, in each case with respect to the Company or any of its Subsidiaries that, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect with respect to the Company or (iii) prevent, hinder 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 any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries havingwhich, individually or which in the future aggregate, has or could have, any such effect. (b) Except as disclosed in Section 4.8 reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Disclosure Schedule, (i) neither Company to consummate 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; (ii) neither 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; (iii) there is no strike, work stoppage or other labor dispute involving it or any of its Subsidiaries pending or, to its knowledge, threatened, nor has there been in the three year period prior to the date of transactions contemplated by this Agreement and, or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, there are no current union organizing activities among the Employees except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or any of its Subsidiaries which are reasonably likely to result in a Material Adverse Effect; (iv) the Recent SEC Documents, there is no grievance arising out of reasonable basis for any collective bargaining agreement action, suit, arbitration or other grievance procedure against proceeding that, individually or in the Company or any of its subsidiariesaggregate, except such grievances that have not and will not prevent the Company from carrying on its business substantially as now conducted or might could reasonably be expected to result in have a Material Adverse Effect; (v) no charges Effect with respect to or relating to the Company or any of its subsidiaries are pending before prevent or materially delay 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 ability 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 consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations 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 Mergerthereunder.

Litigation; Labor Matters; Compliance with Laws. (a) Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement, there is (i) no suit, action or proceeding or investigation pending and, (ii) to the knowledge of the Company, no suit, action or proceeding or investigation threatened against or affecting the Company or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect 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 any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having, or which in the future could have, any such effect. (b) Except as disclosed in Section 4.8 of the Disclosure Schedule, (i) neither 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; (ii) neither 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; (iii) there is no strike, work stoppage or other labor dispute involving it or any of its Subsidiaries pending or, to its knowledge, threatened, nor has there been in the three year period prior to the date of this Agreement and, to the knowledge of the Company, there are no current union organizing activities among the Employees of the Company or any of its 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, except for violations or failures so to comply, if any, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company. 11

Litigation; Labor Matters; Compliance with Laws. (ai) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents filed and publicly available prior to Documents, as of the date of this Agreement, hereof there is (i1) no suit, action action, arbitration or proceeding or investigation pending andpending, and (ii2) to the knowledge of the Company, no suit, action action, arbitration or proceeding or investigation threatened against or affecting investigation pending, in each case with respect to the Company or any of its Subsidiaries that, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect with respect to the Company or (iii) prevent, hinder 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 any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries havingwhich, individually or which in the future aggregate, has or could havereasonably 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, any such effect. (b) Except except as disclosed in Section 4.8 3.01(h)(i) of the Company Disclosure ScheduleSchedule or in the Recent SEC Documents, as of the date hereof there is no reasonable basis for any action, 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. 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; (i7) neither 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; (ii) neither 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; (iii) there is no strike, work stoppage or other labor dispute involving it or any of its Subsidiaries pending or, to its knowledge, threatened, nor has there been in the three year period prior to the date of this Agreement and, to the knowledge of the Company, there are no current union organizing activities among the Employees of the Company or any of its 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, employee arising from the termination of employment, or other change in the legal relationship with such person, employment under any benefit or severance policy, practice, agreement, plan, or program of the CompanyCompany 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 (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 ("WARN"), to the extent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement or statute.

Litigation; Labor Matters; Compliance with Laws. (ai) Except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or in the Recent SEC Documents filed and publicly available prior to Documents, as of the date of this Agreementhereof, there is (i1) no suit, action action, arbitration or proceeding or investigation pending andpending, and (ii2) to the knowledge of the Company, no suit, action action, arbitration or proceeding or investigation threatened against or affecting investigation pending, in each case with respect to the Company or any of its Subsidiaries that, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect with respect to the Company or (iii) prevent, hinder 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 any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries havingwhich, individually or which in the future aggregate, has or could have, any such effect. (b) Except as disclosed in Section 4.8 reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Disclosure Schedule, (i) neither Company to consummate 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; (ii) neither 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; (iii) there is no strike, work stoppage or other labor dispute involving it or any of its Subsidiaries pending or, to its knowledge, threatened, nor has there been in the three year period prior to the date of transactions contemplated by this Agreement and, or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of the Company, there are no current union organizing activities among the Employees except as disclosed in Section 3.01(h)(i) of the Company Disclosure Schedule or any in the Recent SEC Documents, as of its Subsidiaries which are reasonably likely to result in a Material Adverse Effect; (iv) the date hereof there is no grievance arising out of reasonable basis for any collective bargaining agreement action, suit, arbitration or other grievance procedure against proceeding that, individually or in the Company or any of its subsidiariesaggregate, except such grievances that have not and will not prevent the Company from carrying on its business substantially as now conducted or might could reasonably be expected to result in have a Material Adverse Effect; (v) no charges Effect with respect to or relating to the Company or any of its subsidiaries are pending before prevent or materially delay 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 ability 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 consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations 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 Mergerthereunder.