Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. Seller employs approximately full-time employees and part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments, except as set forth in Schedule 2.31. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.24

Employees; Labor Matters. Seller employs approximately full-time employees and part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.30. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs The Companies and their Subsidiaries employ ------------------------ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoys enjoy good employer-employee relationships. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does The Companies and their Subsidiaries do not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller a Company or any of its Subsidiaries less than six (6) of the last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller Date. Neither Company nor any of its Subsidiaries is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller Company, any Subsidiary nor Buyer will by reason of the acquisition transaction transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.31. Seller does not have Neither Company nor any Subsidiary has any policy, ------------- practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller Each Company and each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, employment and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, work or any other concerted interference with normal operations which are existing, pending or threatened against or involving Sellereither Company or any of its Subsidiaries. No question concerning representation exists respecting any group of employees of Sellereither Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against Seller either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect a Material Adverse Effect on Seller or the conduct of its businessCompanies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Sellereither Company or any of its Subsidiaries. Seller Neither Company nor any of its Subsidiaries has received no any information to indicate indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller Each Company and each of its Subsidiaries is, and at all times since November 6, 1986 its organization has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately 23 full-time employees and 1 part-time employees employee and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employemployees of Seller in connection with the Business at the Closing, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and Digicom, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6August 31, 1986 1998 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately fourteen (14) full-time employees and zero (0) part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employ, or will not have employed during employees of Seller in connection with the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees Business at least ten (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months10) and will not have employed 100 or more employees at any point during the 90 days prior to and Closing, including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-so- called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and the Principals, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately fifteen (15) full-time employees and five (5) part-time employees and generally enjoys good employer-employee relationshipsthere are no existing disputes with such employees. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employ, or will not have employed during employees of Seller in connection with the six calendar months prior to Business at the Closing dateDate, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing Date be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and the Principals, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller The Company employs a total of approximately 10 full-time employees and one part-time employees and generally enjoys good employer-employee relationshipsemployee. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller The Company does not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller the Company less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller Date. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller the Company nor Buyer Parent will by reason of the acquisition transaction transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments, except as set forth in Schedule 2.312.28. Seller does not have any The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller The Company is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours, except where the failure to be in compliance with such laws and regulations, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company. There are no charges of with any administrative agency or court, or threatened in writing, alleging employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving Sellerthe Company. No question concerning representation exists respecting any group of employees of Sellerthe Company. There are no grievances, complaints or charges that have been filed against Seller the Company under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller the Company or the conduct of its business, and there is no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Sellerthe Company. Seller The Company has not received no any information to indicate indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller The Company is, and at all times since November 6, 1986 has been, in material compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately 7 full-time employees and 4 part-time employees (additionally Primeline employees 6 employees) and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employemployees of Seller in connection with the Business at the Closing, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in on Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in on said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and the Principal Shareholder, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. As of the date hereof, the Seller employs approximately employed the number of full-time employees and part-time employees described on Schedule 5.23. Except for the salary owed to Xxxxx Xxxxxxxx for June 1999 and generally enjoys good employer-employee relationships. [Seller does not currently employJuly 1999, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employeesemployees except as provided in the Seller's Employee Benefit Plans described in Schedule 5.26 (which Seller acknowledges will not be assumed by Buyer hereunder). Upon Except as set forth in Schedule 5.23, upon termination of the employment of any of said employees, neither the Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing not be liable to any of said employees for so-called “"severance pay” " or any other payments, except . Except as set forth in Schedule 2.31. 5.23 attached hereto, the Seller does not have any a policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. The Seller is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hourshours in all material respects. There are no No charges of employment discrimination or unfair labor practicespractices have been brought against the Seller, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or to Seller's knowledge threatened against or involving Seller. No question concerning representation exists respecting any group of employees of the Seller. There are no grievances, complaints or charges that have been filed against the Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted). No collective bargaining agreement is agreements are in effect or is are currently being or is are about to be negotiated by the Seller. The Seller has not received no information written notice of pending or threatened changes with respect to indicate that any of its employment policies the management or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements key supervisory personnel of the Immigration Reform Control Act of 1986.24Seller.

Employees; Labor Matters. Seller Raex employs approximately 0 full-time employees and 0 part-time employees and generally enjoys good commercially reasonable employer-employee relationships. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more RCI employs approximately 0 full-time employees in any single facility in Massachusetts.] [and 0 part-time employees and generally enjoys commercially reasonable employer-employee relationships. Raex Corp employs approximately 20 full-time employees and 7 part-time employees and generally enjoys commercially reasonable employer-employee relationships. Each Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six shall provide to Buyer a list of the last twelve monthsemployees of such Seller in connection with the Business at least ten (10) and will not have employed 100 or more employees at any point during the 90 days prior to and Closing, including the Closing date.]23 name, date of hire and wages of such employees. No Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither any Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10 attached hereto. No Seller does not have has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Each Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place workplace safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of each Seller and the Principals, threatened against or involving any Seller. No question concerning representation exists respecting any group of employees of any Seller. There are no grievances, complaints or charges that have been filed against any Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on any Seller or the conduct of its business, business and no arbitration or similar proceeding is pending and and, to the knowledge of each Seller, no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by any Seller. No Seller has received no any information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Each Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately 36 full-time employees and 3 part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employemployees of Seller in connection with the Business at the Closing, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in on Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in on said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or, to the knowledge of Seller or the Principals, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 its inception has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs The Companies and their Subsidiaries ------------------------ employ a total of approximately 96 full-time employees and 2 part-time employees and generally enjoys enjoy good employer-employee relationships. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does The Companies and their Subsidiaries do not employ a total of 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller a Company or any of its Subsidiaries less than six (6) of the last twelve (12) months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller Date. Neither Company nor any of its Subsidiaries is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller Company, any Subsidiary nor Buyer will by reason of the acquisition transaction transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.31. Seller does not have Neither Company nor any ------------- Subsidiary has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller Each Company and each of its Subsidiaries is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, employment and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, work or any other concerted interference with normal operations which are existing, pending or threatened against or involving Sellereither Company or any of its Subsidiaries. No question concerning representation exists respecting any group of employees of Sellereither Company or any of its Subsidiaries. There are no grievances, complaints or charges that have been filed against Seller either Company or any of its Subsidiaries under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect a Material Adverse Effect on Seller or the conduct of its businessCompanies and their Subsidiaries taken as a whole, and there is no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Sellereither Company or any of its Subsidiaries. Seller Neither Company nor any of its Subsidiaries has received no any information to indicate indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller Each Company and each of its Subsidiaries is, and at all times since November 6, 1986 its organization has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately 13 full-time employees and 4 part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employ, or will not have employed during employees of Seller in connection with the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees Business at least ten (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months10) and will not have employed 100 or more employees at any point during the 90 days prior to and Closing, including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction transactions contemplated hereby or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10 attached hereto. Seller does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place workplace safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and the Principal, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs approximately twenty-one (21) ------------------------ full-time employees and four (4) part-time employees and generally enjoys good employer-employee relationships. [Seller does not currently employ, will not as shall provide to Buyer a list of the Closing date employ, or will not have employed during employees of Seller in connection with the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees Business at least ten (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months10) and will not have employed 100 or more employees at any point during the 90 days prior to and Closing, including the Closing date.]23 name, date of hire and wages of such employees. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.10. Seller does ------------- not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or or, to the knowledge of Seller and the Principals, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Seller. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, business and no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. The Seller employs approximately 70 full-time employees and 3 part-time employees and generally enjoys good employer-employee relationshipsat the date of this Agreement. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 The Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon Except as described in Schedule 4.17, upon termination of the employment of any of said employees, neither Seller nor Buyer will by reason of the acquisition transaction no employee is entitled to severance or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments, except other than regular and overtime wages earned through the date of termination and accrued vacation. Except as set forth described in Schedule 2.314.17, the Seller has no formal policy of paying any employee for vacation or sick leave accrued at the time of termination. Except as described in Schedule 4.17, the Seller does not have any has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employmentemployment or services. Except as described in Schedule 4.17, except as set forth in said ScheduleSeller has not entered into any employment agreements or understandings, either written or oral, with any of its employees. The Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no formal charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or to the Knowledge (without any investigation) of the Seller threatened against or involving the Seller. No None of the employees of the Seller are represented by a union or subject to a collective bargaining agreement, and no question concerning representation exists or, to the Seller's Knowledge (without any investigation), is threatened or asserted respecting any group of the employees of the Seller. There To the Knowledge of the Seller (without any investigation), there are no grievances, complaints or charges that have been filed against Seller are pending under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the sellerprocedure. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no No arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Seller is, and at all times since November 6, 1986 has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986.241986, as amended. To the Knowledge of Seller (without any investigation), there are no pending or threatened changes in status with respect to (including, without limitation, resignation of) the senior management or key supervisory personnel of the Seller nor has the Seller received any notice or information concerning any prospective change in status with respect to such senior management or key supervisory personnel.

Employees; Labor Matters. Seller employs approximately As of the date hereof, the Company and its Subsidiaries employ 626 full-time employees and 24 part-time employees employees. Schedule 2.21 contains a true and generally enjoys good employer-employee relationships. [Seller does not currently employcomplete list of all employees, will not officers and directors of, and consultants to, the Company and its Subsidiaries as of the Closing date employhereof together with a current job title for and compensation (including base compensation, bonuses and stock options or will not have employed during restricted stock grants) (all of which compensation, when taken together with the six calendar months prior bonuses set forth on Schedule 2.13(a) hereto, shall be paid by the Company) payable to the Closing dateeach such employee, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) officer, director and will not have employed 100 or more employees at any point during the 90 days prior to consultant. The Company and including the Closing date.]23 Seller is its Subsidiaries are not delinquent in payments to any of its their employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it them to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller nor none of the Company, any Subsidiary, or Buyer will by reason of the acquisition transaction transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” ," bonus, or any other payments, except as set forth in Schedule 2.312.21. Seller does not have any policy, practice, plan or program The Company and each of paying severance pay or any form of severance compensation its Subsidiaries are in connection with the termination of employment, except as set forth in said Schedule. Seller is in material compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours, and withholding of taxes and reporting of income. There are no grievances, complaints or charges that have been filed against the Company or any of its Subsidiaries that, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the Company. None of the Company's nor any of its Subsidiaries' employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Except as set forth on Schedule 2.21, the Company and its Subsidiaries have no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. Except as set forth on Schedule 2.21, there are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or, to the knowledge of the Company, GTC or the Stockholder, threatened against or involving Seller. No question concerning representation exists respecting the Company or any group of employees of Sellerits Subsidiaries. There are is no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no pending arbitration or similar proceeding is pending and no or claim therefor has been assertedinvolving the Company or any of its Subsidiaries. No collective bargaining agreement is in effect or is currently being or, to the knowledge of the Company, GTC or the Stockholder, is about to be negotiated by Sellerthe Company or any of its Subsidiaries. Seller Neither the Company nor any of its Subsidiaries has received no information to indicate any written notification indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agencygovernmental authority. Seller The Company and each of its Subsidiaries is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986 at all times since the enactment of such Act.

Employees; Labor Matters. Schedule 2.20 attached hereto sets forth a true and complete list of all employees of Seller employs approximately full-time employees and that perform services primarily for the Business as of the date hereof (“Employees”), indicating each Employee’s full- or part-time employees status, position, annual base salary or hourly rate and generally enjoys good employerbonus potential.. All Employees are employed at-employee relationshipswill. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller is not delinquent in payments to any of its employees such Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon Except as set forth in Schedule 2.20 attached hereto, upon termination of the employment of any of said employeesEmployee, neither Seller nor Buyer will not by reason of the acquisition transaction consummation of the transactions contemplated by this Agreement or anything done prior to the Closing otherwise be liable to any of said employees Employee for so-called “severance pay” or any other payments, except . Except as set forth in Schedule 2.31. 2.20 attached hereto, Seller does not have have, or within the last three (3) years has not had, any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is in compliance and, to Seller’s knowledge, Seller has in the past complied, in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. Except as set forth in Schedule 2.20 attached hereto, Seller has not received notice of any investigation by any governmental agency concerning Seller’s compliance with any employment-related laws or regulations including, without limitation, laws or regulations regarding the payment of wages, payment of overtime pay, payment of minimum wages or workplace safety and health. There are no charges and, to the knowledge of Seller, there are no facts or circumstances that could give rise to charges with respect to the Employees or the Business, of employment discrimination discrimination, wrongful termination, sexual harassment (including the creation of a hostile work environment), breaches of express or implied employment arrangements, or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending pending, or to the knowledge of Seller, threatened against or involving Seller. No question concerning representation exists respecting any group of employees of Sellerthe Employees or the Business. There are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller with respect to the Employees or the conduct of its businessBusiness, and no arbitration or similar proceeding is pending and no claim therefor therefore has been asserted. No Except as set forth on Schedule 2.20, no collective bargaining agreement agreements relating to any Employee is in effect or is are currently being or is are about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and and, to Seller’s knowledge, Seller at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller employs The GB&C Entities employ a total of approximately 48 full-time employees and 36 part-time employees and generally enjoys enjoy good employer-employee relationships. [Seller does not None of the GB&C Entities currently employemploys, will not as of the Closing date employ, or will not have has employed during the six calendar months prior to the Closing date, 50 date 48 or more full-time employees in any single facility in Massachusetts.] [Seller does facility. The GB&C Entities do not employ 100 a total of 48 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller the GB&C Entities less than six of the last twelve months) and will not have employed 100 48 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller date. None of the GB&C Entities is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, neither Seller the GB&C Entities nor Buyer the Company will by reason of the acquisition transaction transactions contemplated under this Agreement or anything done prior to the Closing be liable to any of said employees for so-called “"severance pay” " or any other payments, except as set forth in Schedule 2.312.22. Seller does not have None of the GB&C Entities has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Schedule. Seller is The GB&C Entities are in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations which are existing, pending or threatened against or involving Sellerany of the GB&C Entities. No question concerning representation exists respecting any group of employees of Sellerany of the GB&C Entities. There are no grievances, complaints or charges that have been filed against Seller any of the GB&C Entities under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller any of the GB&C Entities or the conduct of its businesstheir respective businesses, and there is no arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Sellerany of the GB&C Entities. Seller None of the GB&C Entities has received no any information to indicate indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller Each of the GB&C Entities is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986.241986.

Employees; Labor Matters. Seller The Seller's Dental Business (i) employs approximately 174 full-time non-dentist employees (54 in California) and 27 part-time employees non-dentist employees, (ii) employs approximately 52 (20 in California) dentists (all dentists are employed pursuant to a written agreement between Seller and the dentist) and (iii) generally enjoys a good employer-employee relationshipsrelationship. [Seller does not currently employ, will not as of the Closing date employ, or will not have employed during the six calendar months prior to the Closing date, 50 or more full-time employees in any single facility in Massachusetts.] [Seller does not employ 100 or more employees (excluding employees who work less than 20 hours per week or who have worked for Seller less than six of the last twelve months) and will not have employed 100 or more employees at any point during the 90 days prior to and including the Closing date.]23 Seller is not delinquent in payments to any of its employees or dentists for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employeesemployees or dentists, no severance or other payments (including without limitation payments required by the Workers' Adjustment, Retraining, and Notification Act) will become due except under the Andexxxx Xxxeement and as set forth on Section 4.21 of the Disclosure Schedule. Except as set forth in Section 4.21 of the Disclosure Schedule, neither Seller nor Buyer will by reason of the acquisition transaction or anything done prior to the Closing be liable to any of said employees for so-called “severance pay” or any other payments, except as set forth in Schedule 2.31. Seller does not have Seller's Dental Business has any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in said Scheduleemployment or services. Seller is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. There Except as set forth in Section 4.21 of the Disclosure Schedule, there are no no, and within the last three years there have not been any, written or otherwise alleged charges of employment discrimination or unfair labor practices, nor are there, and within the last three years there have not been, any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or threatened against or involving the Seller's Dental Business. No question concerning representation exists respecting any group of the employees of Seller. There To the best knowledge of Seller, there are no grievances, complaints or charges that have been filed against Seller under any dispute resolution procedure (including, but not limited to, any proceedings under any 22The buyer may seek to have this warranty apply to offering materials furnished by the seller. The seller, on the other hand, may seek to eliminate this warranty on the grounds that disclosures under the Agreement will be fully negotiated, and the seller should not have to furnish information that the buyer does not request. 23The bracketed clauses are intended to smoke out whether the seller is subject to the Massachusetts or federal plant-closing laws, and may not be appropriate for larger employers. dispute resolution procedure under any collective bargaining agreement) that might have an adverse effect on Seller or the conduct of its business, and no Seller's Dental Business. No arbitration or similar proceeding is pending and no claim therefor has been asserted. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by Seller. Seller has received no information to indicate that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. Seller is, and at all times since November 6, 1986 has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986.241986. Except as set forth in Section 4.21 of the Disclosure Schedule, there are no changes pending or, of which Seller has knowledge, threatened with respect to (including, without limitation, resignation of) the senior management, key supervisory personnel or dentists of the Seller's Dental Business, nor has Seller received any notice or information concerning any prospective change with respect to such senior management or key supervisory personnel.